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Taysha Gene Therapies(TSHA) - 2021 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Taysha's unaudited Q1 2021 consolidated financial statements report a $32.0 million net loss, primarily from increased R&D and G&A Condensed Consolidated Balance Sheets Balance sheets show total assets decreased to $242.8 million by March 31, 2021, with liabilities rising and equity falling Metric | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Cash and cash equivalents | $228,684 | $251,253 | | Total current assets | $239,629 | $257,879 | | Total assets | $242,829 | $258,881 | | Total current liabilities | $18,958 | $7,129 | | Total liabilities | $19,957 | $7,579 | | Total stockholders' equity | $222,872 | $251,302 | - Cash and cash equivalents decreased by $22.6 million from December 31, 2020, to March 31, 202111 - Total current liabilities increased by $11.8 million, primarily due to increases in accounts payable and accrued expenses11 Condensed Consolidated Statements of Operations Net loss significantly increased in Q1 2021, primarily due to higher R&D and G&A expenses Metric | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | Change (YoY) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Research and development | $23,854 | $5,514 | +$18,340 | | General and administrative | $8,236 | $70 | +$8,166 | | Total operating expenses | $32,090 | $5,584 | +$26,506 | | Net loss | $(32,024) | $(5,431) | -$(26,593) | | Net loss per common share (basic & diluted) | $(0.87) | $(0.50) | -$(0.37) | | Weighted average common shares outstanding | 36,992,377 | 10,894,999 | +26,097,378 | - Research and development expenses increased by $18.3 million (332%) year-over-year14 - General and administrative expenses increased by $8.2 million (11666%) year-over-year14 Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) Accumulated deficit increased to $93.2 million by March 31, 2021, primarily due to net loss, while paid-in capital rose Metric | Metric | December 31, 2020 (in thousands) | March 31, 2021 (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Additional Paid-in Capital | $312,428 | $316,022 | | Accumulated Deficit | $(61,126) | $(93,150) | | Total Stockholders' Equity | $251,302 | $222,872 | - Stock-based compensation for the three months ended March 31, 2021, was $3.6 million17 - Net loss for the period was $32.0 million, directly increasing the accumulated deficit17 Condensed Consolidated Statements of Cash Flows Cash and cash equivalents decreased by $22.6 million in Q1 2021, mainly from operating activities and license fees Cash Flow Activity | Cash Flow Activity | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(22,035) | $(1,699) | | Net cash used in investing activities | $(534) | $0 | | Net cash provided by financing activities | $0 | $18,027 | | Net (decrease) increase in cash and cash equivalents | $(22,569) | $16,328 | | Cash at the end of the period | $228,684 | $16,328 | - Operating activities used $22.0 million in cash in Q1 2021, a significant increase from $1.7 million in Q1 202023 - Investing activities used $0.5 million in Q1 2021 for property, plant, and equipment purchases, with no activity in Q1 202023 Notes to Financial Statements The notes provide comprehensive details on the company's financial structure, operational agreements, and accounting practices Note 1—Organization and Description of Business Operations Taysha, a gene therapy company, completed its IPO in September 2020, reporting a $93.2 million accumulated deficit and $228.7 million cash - Taysha Gene Therapies, Inc. was formed in September 2019 and converted to a Delaware corporation in February 202025 - The company focuses on developing AAV-based gene therapies for monogenic diseases of the central nervous system26 - Completed an IPO on September 28, 2020, issuing 9,050,000 shares of common stock for net proceeds of $165.9 million28 - Accumulated deficit as of March 31, 2021, was $93.2 million32 - Cash of $228.7 million as of March 31, 2021, is expected to fund operations for at least twelve months34 Note 2—Summary of Significant Accounting Policies Financial statements adhere to GAAP, with key estimates for common stock, accruals, and tranche liability; no material policy changes - Financial statements are prepared in conformity with GAAP for interim information36 - Significant estimates relate to fair value of common stock, preclinical manufacturing accruals, and preferred stock tranche liability38 - No changes in significant accounting policies from the 2020 Annual Report39 - Evaluating the impact of ASU No. 2016-02, Leases (Topic 842), effective for annual periods beginning after December 15, 20214041 Note 3—Balance Sheet Components Balance sheet components are detailed, showing increases in prepaid R&D, accrued license fees, and construction in progress Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets (in thousands) | March 31, 2021 | December 31, 2020 | | :------------------------------------------------------- | :------------- | :---------------- | | Prepaid research and development | $6,281 | $2,462 | | Total prepaid expenses and other current assets | $10,817 | $6,626 | Property, Plant and Equipment, net | Property, Plant and Equipment, net (in thousands) | March 31, 2021 | December 31, 2020 | | :------------------------------------------------ | :------------- | :---------------- | | Construction in progress | $1,889 | $201 | | Property, plant and equipment, net | $2,497 | $287 | Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (in thousands) | March 31, 2021 | December 31, 2020 | | :------------------------------------------------------------ | :------------- | :---------------- | | Accrued research and development | $5,672 | $2,106 | | Accrued license fees | $5,500 | $0 | | Accrued construction in progress | $1,029 | $173 | | Total accrued expenses and other current liabilities | $14,875 | $5,135 | Note 4—Research, Collaboration and License Agreements This note details key research and license agreements, including the $5.5 million acquisition of TSHA-120 rights for GAN - UT Southwestern Agreement (November 2019): Exclusive worldwide, royalty-free license for AAV-based gene therapies for CNS monogenic diseases. Issued 2,179,000 common shares to UT Southwestern as partial consideration444649 - Queen's Agreement (February 2020): Exclusive, perpetual, royalty-bearing license for certain patent rights and know-how. Paid $3.0 million upfront cash payment in April 2020. Obligated to pay up to $10.0 million in regulatory milestones and up to $10.0 million in commercial milestones, plus low single-digit royalties5152 - Abeona CLN1 Agreements (August 2020): Worldwide exclusive rights for ABO-202 (TSHA-118) for CLN1 disease. Initial cash payments of $3.0 million license fee and $4.0 million for clinical materials. Obligated to pay up to $26.0 million in regulatory milestones and $30.0 million in sales milestones, plus high single-digit royalties53 - Abeona Rett Agreement (October 2020): Exclusive worldwide license for Rett syndrome gene therapy (TSHA-102). Paid $3.0 million upfront license fee. Obligated to pay up to $26.5 million in regulatory milestones and $30.0 million in sales milestones, plus high single-digit royalties5557 - Acquisition of Worldwide Rights for TSHA-120 for GAN (March 2021): Acquired exclusive worldwide rights from Hannah's Hope Fund (HHF). Upfront payment of $5.5 million recorded as R&D expense, not yet paid as of March 31, 2021. Eligible for up to $19.3 million in clinical, regulatory, and commercial milestones, plus low single-digit royalties606263 Note 5—Stockholders' Equity (Deficit), Convertible Preferred Stock and Tranche Liability Capital structure changes are detailed, including the $181.0 million IPO, preferred stock conversion, and a $0.2 million tranche liability gain - Authorized common stock increased to 200,000,000 shares and preferred stock to 10,000,000 shares as of September 28, 202064 - IPO in September 2020 resulted in gross proceeds of $181.0 million from the sale of 9,050,000 common shares65 - Series A and B convertible preferred stock (totaling 15,647,048 shares) converted into 17,047,378 common shares upon IPO closing70 - A preferred stock tranche liability of $1.1 million was recorded at the Series A issuance date, and a $0.2 million gain was recognized from its remeasurement at March 31, 202072 Note 6—Stock-Based Compensation Stock-based compensation plans are detailed, with 1,621,900 options granted in Q1 2021 and $3.6 million total expense - The New Plan became effective upon IPO, with 3,390,168 new shares and 209,841 remaining shares from the Existing Plan available for issuance74 - On January 1, 2021, the board increased shares reserved under the New Plan by 1,434,93474 - 1,621,900 stock options were granted in Q1 2021 with a weighted-average grant date fair value of $18.75 per share77 - Total unrecognized compensation for unvested stock options was $37.0 million, for RSUs $15.4 million, and for RSAs $3.0 million as of March 31, 2021777879 Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended March 31, 2021 | | :---------------------------------------------- | :-------------------------------- | | Research and development expense | $1,579 | | General and administrative expense | $2,015 | | Total | $3,594 | Note 7—Net Loss Per Common Share Basic and diluted net loss per common share were both $(0.87) in Q1 2021, with anti-dilutive equivalents excluded Metric | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :---------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(32,024) | $(5,431) | | Weighted-average shares of common stock outstanding | 36,992,377 | 10,894,999 | | Net loss per common share, basic and diluted | $(0.87) | $(0.50) | Anti-Dilutive Common Stock Equivalents | Anti-Dilutive Common Stock Equivalents | March 31, 2021 | March 31, 2020 | | :------------------------------------- | :------------- | :------------- | | Unvested RSUs | 2,850,053 | — | | Unvested RSAs | 769,058 | — | | Stock options | 2,286,142 | — | | Series A convertible preferred stock | — | 6,000,000 | | Total | 5,905,253 | 6,000,000 | Note 8—Related Party Transactions Related party transactions are disclosed, including CEO RA Session II's repaid notes and PBM Capital Group's administrative services - RA Session II, President and CEO, personally guaranteed a research grant agreement with Queen's and provided $1.67 million in secured promissory notes, which were repaid by July 202083 - PBM Capital Group, LLC, an affiliate of a major stockholder, provides accounting and administrative services for $2,500 per month84 Note 9—Income Taxes No income tax provision was recorded due to operating losses and a full valuation allowance, with no material changes to tax positions - No provision for income taxes due to operating losses and a full valuation allowance against net deferred tax assets85 - No material changes to uncertain tax positions as of March 31, 202186 Note 10—Commitments and Contingencies No material legal proceedings; significant lease commitments for Durham manufacturing and Dallas office facilities are detailed - Not a party to any material legal proceedings87 - Durham Lease: Commenced April 1, 2021, for a 187,500 sq ft manufacturing facility with a 15.5-year term. Incurred $0.8 million in initial direct costs8991 - Dallas Lease: Expected to commence May 15, 2021, for 15,000 sq ft office space with a 10-year term. Total future minimum lease payments are approximately $4.9 million. Recognized $0.6 million lease construction incentive929396 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Taysha's financial condition, AAV-based gene therapy pipeline, increased R&D, and future funding needs beyond 2023 Overview Taysha, a gene therapy company with 26 candidates, incurred a $32.0 million net loss in Q1 2021, with expenses expected to rise for development - Taysha is a patient-centric gene therapy company focused on AAV-based gene therapies for monogenic diseases of the central nervous system101 - Advancing a product portfolio of 26 gene therapy product candidates101 - Incurred net losses of $32.0 million for Q1 2021 and $5.4 million for Q1 2020, with an accumulated deficit of $93.2 million as of March 31, 2021104 - Expects significant expense increases due to advancing preclinical/clinical development, manufacturing, regulatory approvals, and operating as a public company105 Our Pipeline Taysha is developing a broad pipeline of 26 gene therapy candidates for neurodegenerative, neurodevelopmental, and genetic epilepsy disorders - The company is advancing a portfolio of 26 gene therapy product candidates for monogenic CNS diseases106 - Pipeline targets neurodegenerative diseases, neurodevelopmental disorders, and genetic epilepsies106 Recent Developments In March 2021, Taysha acquired exclusive worldwide rights to TSHA-120 for GAN, involving a $5.5 million upfront payment and potential milestones - Acquired exclusive worldwide rights to TSHA-120 for GAN in March 2021107 - Upfront payment of $5.5 million to Hannah's Hope Fund (HHF)107 - HHF is eligible for up to $19.3 million in milestones and low, single-digit royalties on net sales107 TSHA-120 for Giant Axonal Neuropathy TSHA-120, an AAV9 gene therapy for GAN, shows statistically significant slowing of disease progression in Phase 1/2 trials - TSHA-120 is an AAV9 gene therapy for Giant Axonal Neuropathy (GAN), a rare autosomal recessive CNS disease with an estimated prevalence of 2,400 patients in the US and EU108109 - Received orphan drug and rare pediatric disease designations from the FDA112 - Preclinical studies demonstrated improved motor function, nerve pathology, and long-term safety in animal models115 - Phase 1/2 clinical trial: 14 patients dosed; 1.8x10^14 total vg dose showed an 8-point improvement in MFM32 vs. historical control, and 1.2x10^14 total vg dose showed a 6-point improvement, both statistically significant121122 - Patients dosed with 1.8x10^14 total vg and 1.2x10^14 total vg have shown sustained dose-dependent improvements in MFM32 scores for more than three years123 - Bayesian analysis confirmed a nearly 100% probability of clinically meaningful slowing of disease progression for the 1.8x10^14 total vg dose and approximately 85% for the 1.2x10^14 total vg dose126129130 Preclinical Program Updates Taysha provides updates on several preclinical programs, including AAV9 redosing, and gene therapies for Rett syndrome, Leigh syndrome, and other CNS disorders Vagus Nerve Redosing Preclinical research supports AAV9 redosing via direct vagus nerve injection, showing robust expression and immune privilege in rats - Direct injection into the vagus nerve allows for AAV9 redosing after intrathecal administration in preclinical models132 - Robust GFP expression was observed in the injected vagus nerve and associated nodose ganglia in rats133 - The vagus nerve space appears immune privileged enough to permit redosing, even with pre-existing neutralizing antibodies137 TSHA-102 for Rett Syndrome TSHA-102 for Rett syndrome uses miRARE, extending knockout survival by 56% and regulating gene expression in preclinical studies - TSHA-102 uses miRARE (miRNA-Responsive Auto-Regulatory Element) to prevent MECP2 gene overexpression-related toxicity138 - Preclinical studies showed TSHA-102 extended knockout survival by 56% via intrathecal delivery140 - miRARE attenuated miniMECP2-mediated aggravation in wild type aggregate phenotype severity scores141 - TSHA-102 demonstrated regulated expression in brain regions, achieving MECP2 expression levels similar to normal physiological parameters142143 - Plans to submit an IND/CTA for TSHA-102 in the second half of 2021 and initiate a clinical trial by year-end144 TSHA-104 for SURF1-Associated Leigh Syndrome TSHA-104 for SURF1-associated Leigh syndrome, an orphan drug, showed restored mitochondrial function and SURF1 expression in preclinical models - TSHA-104 is a gene replacement therapy for SURF1-associated Leigh syndrome, caused by mutations in the SURF1 gene145146 - Received orphan drug and rare pediatric disease designations from the FDA147 - Preclinical studies in SURF1 knockout mice showed TSHA-104 was well-tolerated, induced SURF1 expression in the brain, partially rescued COX activity, and restored blood lactate levels on exhaustive exercise148150 - Plans to submit an IND/CTA for TSHA-104 in the second half of 2021 and initiate a Phase 1/2 clinical trial by year-end147 TSHA-113 for Tauopathies TSHA-113 for tauopathies aims for lifelong tau protein reduction, showing significant mRNA and protein level reductions in preclinical models - TSHA-113 aims to deliver life-long reduction of tau protein levels in neurons using AAV-mediated gene silencing153 - Preclinical studies in transgenic mouse models showed TSHA-113 significantly reduced tau mRNA and protein levels154 - Mice dosed with TSHA-113 demonstrated widespread function and GFP expression in neurons and glia156 TSHA-105 for SLC13A5 Deficiency TSHA-105 for SLC13A5 deficiency, an orphan drug, normalized EEG activity and reduced seizures in preclinical knockout mouse models - TSHA-105 is a gene replacement therapy for SLC13A5 deficiency, a rare epileptic encephalopathy158160 - Received orphan drug and rare pediatric disease designations from the FDA161 - Preclinical studies in SLC13A5 knockout mice showed TSHA-105 significantly decreased plasma citrate levels, normalized EEG activity, and reduced seizure susceptibility163165167 TSHA-103 for SLC6A1 Haploinsufficiency Disorder TSHA-103 for SLC6A1 haploinsufficiency disorder, an orphan drug, improved nesting and EEG activity in preclinical mouse models - TSHA-103 is a gene replacement therapy for SLC6A1 haploinsufficiency disorder, a monogenic cause of epilepsy and intellectual disability168173 - Received orphan drug and rare pediatric disease designations from the FDA174 - Preclinical studies in SLC6A1 knockout and heterozygous mouse models showed TSHA-103 improved nesting, EEG activity, and reduced spike train activity175176 License Agreements Key license agreements with UT Southwestern, Queen's, and Abeona grant Taysha exclusive worldwide rights to gene therapy programs - UT Southwestern Agreement: Exclusive, worldwide, royalty-free license for certain patent rights and know-how; issued 2,179,000 common shares as consideration178179180 - Queen's University Agreement: Exclusive, perpetual, worldwide, royalty-bearing license; paid $3.0 million upfront fee and obligated for up to $20.0 million in milestones plus low single-digit royalties181182 - Abeona CLN1 Agreement: Exclusive, worldwide, royalty-bearing license for CLN1 Disease; paid $3.0 million upfront license fee and $4.0 million for inventory/reimbursement; obligated for up to $56.0 million in milestones plus high single-digit royalties184185186 - Abeona Rett Agreement: Exclusive, worldwide, royalty-bearing license for Rett syndrome; paid $3.0 million upfront license fee; obligated for up to $56.5 million in milestones plus high single-digit royalties188190 Impact of COVID-19 on Our Business COVID-19 did not significantly impact Q1 2021 financial results, but future effects on business and operations remain uncertain - Financial results for Q1 2021 were not significantly impacted by COVID-19192 - Remote working and travel restrictions had limited impact on internal operations192 - Future impacts of COVID-19 remain highly uncertain and could adversely affect business and operations192 Components of Results of Operations No revenue has been generated; operating expenses, particularly R&D and G&A, are expected to increase significantly as the pipeline advances - No revenue generated from product sales to date, and none expected in the foreseeable future193 - Research and development expenses are recognized as incurred and include preclinical development, manufacturing, and clinical trial preparation194 - Expects substantial increases in R&D expenses for the foreseeable future due to pipeline advancement195 - General and administrative expenses are expected to increase due to headcount growth, expanded infrastructure, and public company operating costs (estimated $6.0-$7.0 million annually)199 Results of Operations for the Three Months Ended March 31, 2021 and for the Three Months Ended March 31, 2020 Net loss increased to $32.0 million in Q1 2021, driven by higher R&D and G&A expenses, and reduced other income Metric | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | Change (YoY) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Research and development | $23,854 | $5,514 | +$18,340 | | General and administrative | $8,236 | $70 | +$8,166 | | Total operating expenses | $32,090 | $5,584 | +$26,506 | | Net loss | $(32,024) | $(5,431) | -$(26,593) | - R&D increase of $18.4 million was due to $3.1 million in manufacturing/raw materials, $3.1 million in licensing fees (TSHA-120), $5.2 million in employee compensation (including $1.6 million stock-based), and $2.4 million in sponsored research201 - G&A increase of $8.1 million was due to $4.2 million in compensation (including $2.0 million stock-based), $1.5 million in consulting/professional fees, and $0.9 million in legal expenses202 - Other income decreased due to a $0.2 million non-cash gain from preferred stock tranche liability remeasurement in Q1 2020 not recurring in Q1 2021203204 Liquidity and Capital Resources Taysha had $228.7 million cash as of March 31, 2021, expected to fund operations into 2023, but substantial additional funding is anticipated - Cash and cash equivalents were $228.7 million as of March 31, 2021205 - Funded operations through $307.0 million in gross proceeds from IPO ($181.0 million) and private placements of convertible preferred stock ($30.0 million Series A, $96.0 million Series B)205 - Existing cash and cash equivalents are believed to fund operating expenses and capital requirements into 2023207 - Substantial additional funding will be required for continued operations, clinical studies, and potential commercialization206208 Cash Flow Activity | Cash Flow Activity | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(22,035) | $(1,699) | | Net cash used in investing activities | $(534) | $0 | | Net cash provided by financing activities | $0 | $18,027 | Off-Balance Sheet Arrangements No off-balance sheet arrangements were present during the reported periods - No off-balance sheet arrangements were present during the reported periods217 Critical Accounting Policies and Significant Judgments and Estimates No material changes to critical accounting policies were reported from the 2020 Annual Report - No material changes to critical accounting policies from the 2020 Annual Report218 Recent Accounting Pronouncements Refer to Note 2 for details on recent accounting pronouncements - Refer to Note 2 for details on recent accounting pronouncements219 Emerging Growth Company and Smaller Reporting Company Status Taysha qualifies as an 'emerging growth company' and 'smaller reporting company,' benefiting from reduced disclosure and compliance - Qualifies as an 'emerging growth company' and has elected the extended transition period for new accounting standards220221 - Benefits from reduced disclosure requirements, including an exception from auditor attestation for Section 404 of Sarbanes-Oxley Act and reduced executive compensation disclosures222 - Also qualifies as a 'smaller reporting company' due to market value and annual revenue thresholds, allowing for further reduced disclosure obligations223 Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Taysha is exempt from providing quantitative and qualitative market risk disclosures - The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company224 Item 4. Controls and Procedures Management evaluated disclosure controls and procedures as effective, with no material changes to internal controls over financial reporting - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2021225 - No material changes in internal control over financial reporting were identified during the period226 - Management recognizes that internal controls provide reasonable, not absolute, assurance227 PART II. OTHER INFORMATION Item 1. Legal Proceedings The company is not a party to any material legal proceedings or aware of any adverse pending claims - The company is not subject to any material legal proceedings230 Item 1A. Risk Factors No material changes to risk factors were reported from the 2020 Annual Report on Form 10-K - No material changes to risk factors described in the Annual Report on Form 10-K for December 31, 2020231 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No recent unregistered equity sales; the $165.9 million IPO net proceeds' planned use remains materially unchanged - No recent unregistered sales of equity securities232 - IPO closed on September 28, 2020, with aggregate net proceeds of $165.9 million233234 - No material change in the planned use of IPO proceeds234 Item 3. Defaults Upon Senior Securities Not applicable - Not applicable236 Item 4. Mine Safety Disclosures Not applicable - Not applicable237 Item 5. Other Information Not applicable - Not applicable238 Item 6. Exhibits This section lists exhibits, including corporate documents, officer certifications, and XBRL taxonomy documents - Includes Amended and Restated Certificate of Incorporation and Bylaws240 - Contains certifications of Principal Executive Officer and Principal Financial Officer240 - XBRL Instance Document and Taxonomy Extension documents are filed240241242 SIGNATURES The report is duly signed by President and CEO RA Session II and CFO Kamran Alam as of May 11, 2021 - Report signed by RA Session II, President and Chief Executive Officer, and Kamran Alam, Chief Financial Officer246 - Signatures dated May 11, 2021246