Amendment: SEC Form SCHEDULE 13D/A filed by Taysha Gene Therapies Inc.
$TSHA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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TAYSHA GENE THERAPIES, INC. (Name of Issuer) |
Common Stock, $0.00001 par value per share (Title of Class of Securities) |
877619106 (CUSIP Number) |
Paul B. Manning c/o PBM Capital Group, LLC, 200 Garrett Street, Suite S Charlottesville, VA, 22902 (434) 980-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 877619106 |
| 1 |
Name of reporting person
Paul B Manning | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,601,111.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 877619106 |
| 1 |
Name of reporting person
The Paul B. Manning Revocable Trust dated May 10, 2000 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,723,948.12 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 877619106 |
| 1 |
Name of reporting person
The PBM 2023 Grantor Retained Annuity Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,013,458.88 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 877619106 |
| 1 |
Name of reporting person
The PBM 2025 Grantor Retained Annuity Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 877619106 |
| 1 |
Name of reporting person
BKB Growth Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,841,704.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 877619106 |
| 1 |
Name of reporting person
BKB G2 Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.00001 par value per share |
| (b) | Name of Issuer:
TAYSHA GENE THERAPIES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
3000 PEGASUS PARK DRIVE, SUITE 1430, DALLAS,
TEXAS
, 75247. |
| Item 2. | Identity and Background |
| (a) | This Amendment No. 3 (the "Amendment") to schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 5, 2020 and amended on each of November 2, 2022 and August 16, 2023 (the "Schedule 13D"). This Amendment is filed by (i) Paul B. Manning ("Mr. Manning"); (ii) The Paul B. Manning Revocable Trust dated May 10, 2000, a trust governed under the laws of the Commonwealth of Virginia (the "Revocable Trust"); (iii) The PBM 2023 Grantor Retained Annuity Trust, a trust governed under the laws of the Commonwealth of Virginia (the "2023 Annuity Trust"); (iv) The PBM 2025 Grantor Retained Annuity Trust, a trust governed under the laws of the Commonwealth of Virginia (the "2025 Annuity Trust"); (v) BKB Growth Investments, LLC, a Delaware Limited Liability Company ("BKB"); and (vi) and BKB G2 Investments, LLC, a Delaware Limited Liability Company ("BKB G2" and together with Mr. Manning, Revocable Trust, 2023 Annuity Trust, 2025 Annuity Trust and BKB, the "Reporting Persons"). |
| (b) | The address of the principal place of business of each of the Reporting Persons is 200 Garrett Street, Suite S, Charlottesville, VA 22902. |
| (c) | The principal purpose and occupation of Mr. Manning is chief executive officer of PBM Capital Group, LLC, a private equity investment firm. The principal business of each of the Revocable Trust, the 2023 Annuity Trust and the 2025 Annuity Trust is estate planning for Mr. Manning. The principal purpose and occupation of each of BKB and BKB G2 is private investments. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Manning is a citizen of the United States. Each of the Revocable Trust, the 2023 Annuity Trust and the 2025 Annuity Trust is a trust governed under the laws of the Commonwealth of Virginia. Each of BKB and BKB G2 is a Delaware Limited Liability Company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 30, 2025, BKB purchased 750,000 shares of Common Stock in an underwritten public offering for an aggregate purchase price of $2.06 million.
On June 27, 2024, Mr. Manning purchased 1,333,333 shares of Common Stock in an underwritten public offering for an aggregate purchase price of $3.0 million. These shares were subsequently transferred to the other Reporting Persons for no additional consideration.
The funds used by the BKB and Mr. Manning to acquire the securities described immediately above were obtained from the Mr. Manning's personal funds. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, the Revocable Trust is the record owner of 14,723,948.12 shares of Common Stock.
As of the date hereof, the 2023 Annuity Trust is the record owner of 4,013,458.88 shares of Common Stock.
As of the date hereof, the 2025 Annuity Trust is the record owner of 4,000,000 shares of Common Stock.
As of the date hereof, BKB is the record owner of 2,841,704 shares of Common Stock.
As of the date hereof, BKB G2 is the record owner of 22,000 shares of Common Stock.
The Revocable Trust, 2023 Annuity Trust, 2025 Annuity Trust, BKB and BKB G2 may be deemed to beneficially own 5.6%, 1.5%, 1.5%. 1.1% and 0.0%, respectively, of the Issuer's outstanding Common Stock.
Collectively, the Reporting Persons beneficially own an aggregate of 25,601,111 shares of Common Stock, which represents 9.8% of the Issuer's outstanding Common Stock.
Each percentage is calculated based upon the sum of (i) 214,661,715 shares of Common Stock outstanding as of May 15, 2025 as reported in the Issuer's Form 10-Q for the Quarterly Period Ended March 31, 2025 filed with the SEC on May 15, 2025 and (ii) 46,868,687 shares of Common Stock issued in the underwritten public offering of equity securities by the Issuer that closed on May 30, 2025 |
| (b) | The Revocable Trust is the record owner of 14,723,948.12 shares of Common Stock. Mr. Manning is the Trustee of the Revocable Trust and has sole voting and dispositive power over the shares.
The 2023 Annuity Trust is the record owner of 4,013,458.88 shares of Common Stock. Mr. Manning is the Trustee of the 2023 Annuity Trust and has sole voting and dispositive power over the shares.
The 2025 Annuity Trust is the record owner of 4,000,000 shares of Common Stock. Mr. Manning is the Trustee of the 2025 Annuity Trust and has sole voting and dispositive power over the shares.
BKB is the record owner of 2,841,704 shares of Common Stock. Mr. Manning is a co-manager of the manager of BKB and has shared voting and dispositive power over the shares.
BKB G2 is the record owner of 22,000 shares of Common Stock. Mr. Manning is a co-manager of the manager of BKB G2 and has shared voting and dispositive power over the shares. |
| (c) | Except as described herein, none of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days. |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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