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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-03 · 57 added, 459 removed, 103 unchanged (83% of the section changed)

6 unchanged sentences

Management's Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm as allowed by the SEC during the transition period for newly public companies.

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f).

Management conducted an assessment of our internal control over financial reporting based on the framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on the assessment, management concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting as required by Section 404(c) of the Sarbanes Oxley Act of 2002.

Because we qualify as an emerging growth company under the JOBS Act, management’s report was not subject to attestation by our independent registered public accounting firm.

Changes in Internal Control Over Financial Reporting

6 unchanged sentences

Other Information.

Amendment to Sales Agreement

On March 30, 2022, the Company entered into an amendment (the “ Amendment ”) to the Sales Agreement, dated October 5, 2021 (the “ Agreement ”), among the Company, Wells Fargo Securities, LLC, and SVB Securities LLC (f/k/a SVB Leerink LLC).

The Amendment modifies the parties to the Agreement to, among other things, include Goldman Sachs & Co.

LLC as an additional Sales Agent (as defined in the Agreement).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 10.19 hereto and is incorporated by reference herein.

Strategic Prioritization

The information set forth below is included herein for the purpose of providing disclosure under “Item 2.05 - Costs Associated with Exit or Disposal Activities” of Form 8-K.

In March 2022, pursuant to the approval by the Board of Directors of the Company’s budget, the Company implemented changes to the Company’s organizational structure as well as a broader operational cost reduction plan to enable the Company to focus on specific clinical-stage programs for GAN and Rett syndrome.

The Company will conduct small proof-of-concept studies in CLN1 disease and SLC13A5 deficiency.

Development of the CLN7 program will continue in collaboration with existing partners with future clinical development to focus on the first-generation construct.

All other research and development activities will be paused to increase operational efficiency.

In connection with prioritization of programs, the Company reduced headcount by approximately 35% across all functions.

The Company estimates that the severance and termination-related costs will total approximately $1.4 million and will be recorded in the first quarter of 2022.

The Company expects that the payment of these costs will be substantially complete by the end of the second quarter of 2022.

The Company’s estimates are based on several assumptions.

Actual results may differ materially, and additional charges not currently expected may be incurred in connection with, or as a result of, the headcount reductions.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

The names of our directors and executive officers, their ages as of March 1, 2021 and certain other information about them are set forth below.

There are no family relationships among any of our directors or executive officers.

Executive Officers

RA Session II , age 42, has served as our President and Chief Executive Officer and a member of our board of directors since our founding in September 2019.

In addition to serving as our President and Chief Executive Officer, Mr.

Session currently serves as Entrepreneur-in-Residence of the University of Texas Southwestern Medical Center.

He has served on the board of directors of Chardan Healthcare Acquisition 2 Corp.

since April 2020.

Session previously served as Chief Business Officer of the gene therapy subsidiaries of BridgeBio Pharma, Inc., a biopharmaceutical company, from January 2019 to April 2020;

Senior Vice President, Corporate Strategy and Project Management of AveXis, Inc., a gene therapy company, from March 2017 to May 2018;

and in various roles for PTC Therapeutics, Inc., a biopharmaceutical company, from June 2013 to March 2017, most recently as the Vice President of Commercial Development.

Session has also served as an advisor to multiple biotechnology companies, including Alcyone Lifesciences, Inc.

from January 2019 to December 2019, 4D Molecular Therapeutics, Inc.

from August 2018 to December 2019 and Celenex from June 2018 to September 2018.

Session earned a B.S.B.A.

in finance from the University of North Carolina at Charlotte, an M.S.F.

in finance from Texas A&M University-Commerce and an M.B.A.

from Texas A&M University-Commerce.

Our board of directors believes that Mr.

Session is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the biotechnology industry.

Kamran Alam , age 43, has served as our Chief Financial Officer since August 2020.

Alam previously served as Senior Vice President, Finance and Principal Financial Officer of Rocket Pharmaceuticals, Inc., a biopharmaceutical company, from October 2019 to July 2020 and as Vice President, Finance at AveXis, Inc., a gene therapy company, from April 2016 to October 2019.

From 2013 to April 2016, he held positions of increasing responsibility at Aptinyx Inc., a biopharmaceutical company, where at the time of his departure he was a Senior Director, Finance and Accounting.

Alam is a Certified Public Accountant and earned a B.B.A.

from the Ross School of Business at University of Michigan and an M.B.A.

in finance from the Kelley School of Business at Indiana University.

Suyash Prasad, M.B.B.S., F.F.P.M.

, age 50, has served as our Chief Medical Officer and Head of Research and Development since June 2020.

Prasad has served as principal of Suyash Prasad Consulting LLC, a consulting firm, since October 2019.

He previously served as Senior Vice President and Chief Medical Officer of Audentes Therapeutics, Inc., a gene therapy company, from 2014 to June 2019.

Prasad earned a medical degree from the University of Newcastle-upon-Tyne, United Kingdom, a master’s degree (with distinction) in translational science from Kings College, London, United Kingdom, and a diploma in pharmaceutical medicine from the Faculty of Pharmaceutical Medicine of the Royal Colleges of Physicians of the United Kingdom.

Prasad is a United Kingdom board-certified physician and is a member of the Royal College of Physicians and the Royal College of Pediatrics and Child Health and is a Fellow of the Faculty of Pharmaceutical Medicine of the Royal College of Physicians of the United Kingdom.

Non-Employee Directors

Nolan , age 53, has served as the Chairman of our board of directors since March 2020.

He has served as the President of Nolan Capital, LLC, an investment fund, since October 2019.

Nolan most recently served as President, Chief Executive Officer and a member of the board of directors of AveXis, Inc., a gene therapy company, from June 2015 to May 2018 until its acquisition by Novartis International AG.

Nolan has served on the board of directors of Ventas, Inc., a healthcare real estate investment trust company, since July 2019 and previously served on the board of directors of Neoleukin Therapeutics, Inc., a biopharmaceutical company, from February 2015 to June 2020.

Nolan serves on the boards of several privately held companies including Chairman of Encoded Therapeutics and Affinia Therapeutics, and Executive Chairman of Jaguar Gene Therapy, LLC and Istari Oncology.

Nolan earned a B.S.

in biology from John Carroll University.

Our board of directors believes that Mr.

Nolan is qualified to serve as a director based upon his more than 29 years of broad leadership and management experience in the biopharmaceutical industry.

Donenberg , age 60, has served as a member of our board of directors since August 2020.

Donenberg currently serves as Senior Vice President and Chief Financial Officer of Jaguar Gene Therapy, LLC, a privately held early-stage gene therapy company, and has served in such role since February 2020.

Donenberg has served on the board of directors and as chairman of the

audit committee of AVROBIO, Inc., a gene therapy company, since June 2018.

Previously, Mr.

Donenberg served as Chief Financial Officer and Senior Vice President of Assertio Therapeutics, Inc., a pharmaceutical company, from July 2018 to November 2018.

He served as Senior Vice President and Chief Financial Officer of AveXis, Inc., a gene therapy company, from October 2017 to June 2018 and as Vice President, Corporate Controller from September 2016 to October 2017.

Donenberg served as Chief Financial Officer of RestorGenex Corporation from 2014 until its merger with Diffusion Pharmaceuticals LLC, a pharmaceutical company, in January 2016, and served as the merged company’s consultant Chief Financial Officer until September 2016.

Donenberg earned a B.S.

in accountancy from the University of Illinois Champaign-Urbana College of Business and is a Certified Public Accountant.

Our board of directors believes that Mr.

Donenberg is qualified to serve as a director based on his financial expertise and his experience as a director and executive of companies in the biotechnology and pharmaceutical industries.

Manning , age 65, has served as a member of our board of directors since March 2020.

Manning currently serves as the Chief Executive Officer of PBM Capital Group, LLC, a private equity investment firm in the business of investing in healthcare and life-science related companies, which he founded in 2010.

Manning currently serves as Chairman of the board of directors of Verrica Pharmaceuticals Inc., a biopharmaceutical company, and on the board of directors of Liquidia Corporation, a biopharmaceutical company.

Additionally, he previously served on the boards of directors of Dova Pharmaceuticals, Inc., a biopharmaceutical company, from September 2016 to November 2019 and AveXis, Inc., a gene therapy company, from April 2014 to May 2018.

Manning earned a B.S.

in microbiology from the University of Massachusetts.

Our board of directors believes that Mr.

Manning is qualified to serve as a director based upon his more than 30 years of managerial and operational experience in the healthcare industry and as an investor in healthcare-related companies.

Sukumar Nagendran, M.D.

, age 55, has served as a member of our board of directors since July 2020.

Nagendran currently serves as President, Research and Development at Jaguar Gene Therapy, LLC, a position he has held since February 2020.

Nagendran has served on the board of directors of Solid Biosciences Inc., a life sciences company, since September 2018 and currently serves as an advisor to Encoded Therapeutics, Inc., a biotechnology company.

He previously served on the board of directors of Health Sciences Acquisition Corp., a special purpose acquisition company, from March 2019 to December 2019 prior to its merger with Immunovant, Inc.

Nagendran most recently served as Senior Vice President and Chief Medical Officer of AveXis, Inc., a gene therapy company, from September 2015 to May 2018, and previously served as Vice President, Head of Medical Affairs of U.S.

and International Business for Quest Diagnostics Inc., a clinical laboratory, from March 2013 to September 2015.

Nagendran earned a B.A.

from Rutgers University and an M.D.

from the University of Medicine and Dentistry of New Jersey and trained in Internal Medicine at Mayo Clinic in Rochester, Minnesota.

Our board of directors believes that Dr.

Nagendran is qualified to serve as a director based upon his more than 30 years of experience with gene therapy development and clinical development strategy.

Kathleen Reape, M.D.

, age 55, served as Chief Medical Officer of Spark Therapeutics, Inc.

from September 2018 to March 2020 and as the Head of Clinical Research and Development of Spark from January 2016 to September 2018.

Prior to joining Spark, Dr.

Reape served as President of Ark Medical Consulting from August 2015 to January 2016.

She served as Senior Vice President, Clinical Development, Global Brands R&D of Allergan plc from March 2015 to July 2015 following its merger with Actavis plc where Dr.

Reape served as Vice President, Clinical Development, Global Brands R&D from August 2014 to March 2015.

Reape earned a B.A.

in biology and an M.D.

from the University of Pennsylvania.

Our board of directors believes that Dr.

Reape is qualified to serve as a director based upon her extensive experience in gene therapy and clinical research and development as well as her involvement with the regulatory approval of products, including small molecules, biologics, biosimilars and therapeutic devices.

Laura Sepp-Lorenzino, Ph.D.

, age 60, has served as Executive Vice President, Chief Scientific Officer of Intellia Therapeutics, Inc.

since May 2019.

From September 2017 to May 2019, Dr.

Sepp-Lorenzino served as Vice President, Head of Nucleic Acid Therapies at Vertex Pharmaceuticals, Inc.

She served as Vice President, Entrepreneur-in-Residence at Alnylam Pharmaceuticals, Inc.

from 2014 to September 2017.

She also served in roles of increasing responsibility at Merck & Co.

from December 1999 to March 2014, including most recently as Executive Director and Department Head of the RNA Therapeutics Discovery Biology Unit.

Sepp-Lorenzino earned a professional degree in biochemistry from the Universidad de Buenos Aires in Argentina and an M.S.

in biochemistry from New York University.

Our board of directors believes that Dr.

Sepp-Lorenzino is qualified to serve as a director based upon her extensive experience in research and development of nucleic acid therapies .

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.

Officers, directors and

greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2020, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

Audit Committee and Audit Committee Financial Expert

The Audit Committee of the board of directors was established by the board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements.

The Audit Committee is comprised of three directors:

Donenberg and Drs.

Nagendran and Sepp-Lorenzino, with Mr.

Donenberg serving as chair.

The board of directors reviews the Nasdaq Stock Market, or Nasdaq, listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Company’s Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards and Rule 10A-3 of the Exchange Act).

The board of directors has also determined that Mr.

Donenberg qualifies as an “audit committee financial expert,” as defined in applicable SEC rules.

The board made a qualitative assessment of Mr.

Donenberg’s level of knowledge and experience based on a number of factors, including his formal education, that he is a Certified Public Accountant and his experience as a chief financial officer for several public reporting companies.

Stockholder Recommendations for Director Candidates

Historically, we have not provided a formal process related to stockholder communications with the board of directors.

Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner.

The Company believes its responsiveness to stockholder communications to the board has been excellent.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which is applicable to all of our employees, executive officers and directors.

This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.

The full text of the Code of Business Conduct and Ethics is available on our website at www.tayshagtx.com .

We intend to post on our website all disclosures that are required by law or the listing standards of the Nasdaq Stock Market concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2022 annual meeting of stockholders, or the Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2021, under the captions “Information Regarding the Board of Directors and Corporate Governance,” “Election of Directors” and “Executive Officers” and is incorporated herein by reference.

Executive Compensation.

This section provides a summary of the compensation of our “named executive officers,” who are the three executive officers listed in the “Summary Compensation Table” below.

In addition to presenting quantitative compensation information in the tables below, this section also provides a qualitative description of the material factors helpful to an understanding of such data.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by and paid to our named executive officers with respect to the year ended December 31, 2020.

Name and Principal Position

Incentive Plan

Compensation(2) ($)

RA Session II

President, Chief Executive Officer and Director(3)

Chief Financial Officer

Suyash Prasad, M.B.B.S, F.F.P.M.

Chief Medical Officer

This column reflects the aggregate grant date fair value of stock awards granted during the year measured pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, the basis for computing stock-based compensation in our financial statements.

This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules.

The assumptions we used in valuing stock awards are described in Note 8 to our financial statements included herein.

These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the settlement of such stock awards or the sale of the common stock issuable upon the settlement of such stock awards.

See “—Narrative to Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was awarded.

Session is also a member of our board of directors, but did not receive any additional compensation in his capacity as a director.

Session’s employment commenced with us in April 2020.

The 2020 salary reported reflects the pro rata portion of Mr.

Session’s annual salary earned during 2020 from commencement of his employment through December 31, 2020.

Represents a holiday meal stipend.

Alam’s employment with us commenced in August 2020.

The 2020 salary reported reflects the pro rata portion of Mr.

Alam’s annual salary earned during 2020 from commencement of his employment through December 31, 2020.

Represents (a) a reimbursement of $107,021 for out-of-pocket expenses associated with Mr.

Alam repaying his sign-on bonus to his former employer and related gross-up payment in the amount of $106,560 to cover Mr.

Alam’s tax liability with respect to such reimbursement, (b) a reimbursement of $63,714 for certain out-of-pocket indemnification expenses associated with Mr.

Alam’s resignation from his former employer and related gross-up payment in the amount of $ 52,704 to cover Mr.

Alam’s tax liability with respect to such reimbursement and (c) a holiday meal stipend of $154.

Prasad’s employment with us commenced in June 2020.

The 2020 salary reported reflects the pro rata portion of Dr.

Prasad’s annual salary earned during 2020 from commencement of his employment through December 31, 2020.

Narrative to Summary Compensation Table

The Compensation Committee of our board of directors has historically determined our executives’ compensation, including the compensation of our named executive officers.

Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer.

Based on those discussions and its discretion, the Compensation Committee then approves the compensation of each executive officer without members of management present.

Annual Base Salary

We have entered into employment agreements with each of our named executive officers that establish annual base salaries, which are generally determined, approved and reviewed periodically by our Compensation Committee in order to compensate our named executive officers for the satisfactory performance of duties to the Company.

Annual base salaries are intended to provide a fixed component of compensation to our named executive officers, reflecting their expertise, experience, knowledge, roles and responsibilities.

Base salaries for our named executive officers have generally been set at levels deemed necessary to attract and retain individuals with superior talent.

Merit-based increases to salaries are based on management’s

assessment of the individual executive’s performance, the recommendations made by the Chief Executive Officer to the Compensation Committee and the competitive market in which we operate for talent.

Prior to our initial public offering, Mr.

Session’s executive employment agreement provided for an annual base salary of $450,000, Mr.

Alam’s offer letter provided for an annual base salary of $350,000 and Dr.

Prasad’s offer letter provided for an annual base salary of $420,000.

In connection with our initial public offering in September 2020, the Compensation Committee approved base salaries of $542,800, $390,000 and $432,600 for each of Messrs.

Session and Alam and Dr.

Non-Equity Incentive Plan Compensation

Our named executive officers are eligible to receive annual incentive compensation based on the satisfaction of individual and corporate performance objectives established by the board.

Each named executive officer has a target annual incentive opportunity, calculated as a percentage of annual base salary, and may earn more or less than the target amount based on our company’s and his or her individual performance.

For 2020, the target annual incentive opportunities as a percentage of base salary for our named executive officers were 50% for Mr.

Session and 40% for each of Mr.

The amounts of any annual incentives earned are determined after the end of the year, based on the achievement of the designated corporate and individual performance objectives, and may be paid in cash or equity.

The Compensation Committee determined that the percentage attainment of our corporate goals for 2020 was 150% and approved individual performance achievement payouts for each named executive officer in the amounts reflected in the column of the Summary Compensation Table above entitled “Non-Equity Incentive Plan Compensation.”

Equity-Based Awards

Our equity-based incentive awards granted to our named executive officers are designed to align the interests of our named executive officers with those of our stockholders.

Vesting of equity awards is generally tied to each officer’s continuous service with us and serves as an additional retention measure.

Our executives generally are awarded an initial new hire grant upon commencement of employment and thereafter on an annual basis.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

Following the completion of our initial public offering, we grant all equity awards pursuant to our 2020 Stock Incentive Plan.

Outstanding Equity Awards at December 31, 2020

The following table sets forth certain information about outstanding equity awards granted to our named executive officers that were outstanding as of December 31, 2020.

Number of Shares

or Units of Stock

That Have Not

Market Value of

Shares or Units of

Stock That Have

RA Session II

Suyash Prasad, M.B.B.S, F.F.P.M.

The market value of our common stock is based on the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2020.

Employment Agreements with our Named Executive Officers and Potential Payments and Benefits Upon Termination or Change in Control

Amended and Restated Employment Agreement with Mr.

We have entered into an amended and restated executive employment agreement with Mr.

Session, which reflects an initial annual base salary of $542,800, which is subject to adjustment at the discretion of our board of directors, and an annual bonus target equal to 50% of Mr.

Session’s annual base salary based upon the achievement of individual and company performance goals as determined by our board of directors.

Pursuant to the amended and restated executive employment agreement, if we terminate Mr.

Session’s employment without “cause,” or if Mr.

Session terminates his employment for “good reason” (each, as defined in the executive employment agreement), he will be entitled to continued payment of his base salary for 12 months and his then-outstanding equity awards will vest in full.

Such severance and acceleration benefits are conditioned upon Mr.

Session’s execution of and compliance with an effective and irrevocable general release, compliance with certain non-competition and non-solicitation obligations, resignation from all positions with us and return of all our property.

The amended and restated executive employment agreement further provides that Mr.

Session are entitled to the severance benefits described in “—Change in Control Severance Plan.”

Amended and Restated Offer Letters with Mr.

We have entered into amended and restated offer letters with Mr.

Prasad, the amended and restated offer letter reflects an initial annual base salary of $432,600, which is subject to adjustment at the discretion of our board of directors, and an annual bonus target equal to 40% of Dr.

Prasad’s annual base salary based upon the achievement of individual and company performance goals as determined by our board of directors.

Alam, the amended and restated offer letter reflects an initial annual base salary of $390,000, which is subject to adjustment at the discretion of our board of directors, and an annual bonus target equal to 40% of Mr.

Alam’s annual base salary based upon the achievement of individual and company performance goals as determined by our board of directors.

Pursuant to the amended and restated offer letters, if we terminate Dr.

Prasad or Mr.

Alam’s employment without “cause,” or if Dr.

Prasad or Mr.

Alam terminates his employment for “good reason” (each, as to be defined in such executive’s amended and restated offer letter), he will be entitled to continued payment of his base salary for 12 months.

Such severance benefits are conditioned upon the executive’s execution of and compliance with an effective and irrevocable general release, compliance with certain non-competition and non-solicitation obligations, resignation from all positions with us and return of all our property.

The amended and restated offer letters further provide that Dr.

Prasad and Mr.

Alam are entitled to the severance benefits described in “—Change in Control Severance Plan.”

Change in Control Severance Plan

Each of our named executive officers is eligible to receive severance benefits under the terms of our Change in Control Severance Plan adopted by the board of directors in September 2020.

The Change in Control Severance Plan provides for severance benefits upon a “covered termination” that occurs during a “change in control period” (each as described below).

Upon a covered termination that occurs during a change in control period, participants will be entitled to a lump sum payment equal to the participant’s base salary for a period of months (18 months for Mr.

Session, 12 months for each of Mr.

Prasad), a lump sum payment equal to a multiple of the participant’s target annual bonus (150% for Mr.

Session, 100% for each of Mr.

Prasad), payment of continued group health benefits for a period of months (18 months for Mr.

Session, 12 months for each of Mr.

Prasad) and full accelerated vesting of all outstanding equity awards (including performance-based awards, which shall vest at 100% of target).

All severance benefits under the Change in Control Severance Plan are subject to the participant’s execution of an effective release of claims against the company and compliance with the terms of any confidential information agreement, proprietary information and inventions agreement and any other agreement between the participant and the company.

For purposes of the Change in Control Severance Plan, a “covered termination” is a termination of employment by the company without “cause,” as defined in the Change in Control Severance Plan, or as a result of the participant’s resignation for “good reason,” as defined in the Change in Control Severance Plan, in either case, not as a result of death or disability.

For purposes of the Change in Control Severance Plan, a “change in control period” is the period of time beginning on the date on which a “change in control,” as defined in the 2020 Stock Incentive Plan, becomes effective (or, in the case of Mr.

Session, the period beginning three months prior to the date on which a change in control becomes effective) and ending on the first anniversary of the effective date of such change in control.

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

Our board of directors has adopted a non-employee director compensation policy, pursuant to which each of our directors who is not an employee or consultant of our company is eligible to receive compensation for service on our board of directors and committees of our board of directors.

Each eligible director will receive an annual cash retainer of $35,000 for serving on our board of directors, and the independent chairperson of the board of directors will receive an additional annual cash retainer of $30,000 for his or her service.

The chairperson of the audit committee of our board of directors will be entitled to additional annual cash retainer of $15,000, the chairperson of the compensation committee of our board of directors will be entitled to additional annual cash retainer of $10,000 and the chairperson of the nominating and corporate governance committee of our board of directors will be entitled to additional annual cash retainer of $8,000.

The members of the audit committee will be entitled to an additional annual cash retainer of $7,500, the members of the compensation committee of our board of directors will be entitled to additional annual cash retainer of $5,000 and the members of the nominating and corporate governance committee of our board of directors will be entitled to an additional annual cash retainer of $4,000;

however, in each case such cash retainer is payable only to members who are not the chairperson of such committee.

In addition, upon the pricing of our initial public offering, each eligible director was granted a non-statutory stock option to purchase 31,000 shares of our common stock at the initial public offering price under our 2020 Stock Incentive Plan, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date.

Each new eligible director who joins our board of directors will be granted a non-statutory stock option to purchase 31,000 shares of our common stock under our 2020 Stock Incentive Plan, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date.

On the date of each annual meeting of our stockholders, each eligible director who continues to serve as a director of our company following the meeting will be granted a non-statutory stock option to purchase 15,500 shares of our common stock under our 2020 Stock Incentive Plan, with the shares vesting on the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date.

Each option awarded to eligible directors under the non-employee director compensation policy will be subject to accelerated vesting upon a Change in Control (as defined in the 2020 Stock Incentive Plan).

The exercise price per share of each stock option granted under the non-employee director compensation policy will be equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant.

Each stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the eligible directors continuous service with us (provided that upon a termination of service other than for death, disability or cause, the post-termination exercise period will be 12 months from the date of termination).

Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our board of directors in 2020 by our non-employee directors.

RA Session II, our President and Chief Executive Officer, is also a member of our board of directors but did not receive any additional compensation for service as a director.

Fees Earned or

Claire Aldridge, Ph.D.(3)

Sukumar Nagendran, M.D.

Kathleen Reape, M.D.

Laura Sepp-Lorenzino, Ph.D.

The amounts disclosed represent the aggregate grant date fair value of the stock options granted under our 2020 Stock Incentive Plan or our 2020 Equity Incentive Plan, computed in accordance with ASC Topic 718.

The assumptions we used in valuing options are described in Note 8 to our financial statements included herein.

This amount does not reflect the actual economic value that may be realized by such director.

The table below shows the aggregate number of option awards outstanding for each of our directors who is not a named executive officer, as of December 31, 2020:

Claire Aldridge, Ph.D.

Sukumar Nagendran, M.D.

Kathleen Reape, M.D.

Laura Sepp-Lorenzino, Ph.D.

Aldridge resigned from our board of directors in July 2020.

Compensation Committee Interlocks and Insider Participation

None of our directors who serve as a member of our compensation committee is, or has at any time during the past year been, one of our officers or employees.

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our board of directors or compensation committee.

The information required by this item will be set forth in the Proxy Statement under the captions “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding beneficial ownership of our capital stock by:

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

each of our directors;

our named executive officer;

all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC.

Under these rules, beneficial ownership includes any shares of common stock as to which the individual or entity has sole or shared voting power or investment power.

Applicable percentage ownership is based on 37,761,435 shares of common stock outstanding as of February 15, 2021.

In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options held by such person that are currently exercisable or will become exercisable within 60 days of February 15, 2021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

Unless noted otherwise, the address of all listed stockholders is c/o Taysha Gene Therapies, Inc., 2280 Inwood Road, Dallas, Texas 75235.

Except as indicated by the footnotes below, we believe, based on information furnished to us, that each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of Shares

Beneficially Owned

Greater than 5% stockholders

RA Session II(1)

BlackRock, Inc.(3)

UT Southwestern(4)

Named Executive Officers and Directors

RA Session II(1)

Suyash Prasad, M.B.B.S, F.F.P.M.(5)

Sukumar Nagendran, M.D.(9)

Kathleen Reape, M.D.(10)

Laura Sepp-Lorenzino, Ph.D.(11)

All current executive officers and directors as a group (9 persons)

Represents beneficial ownership of less than one percent.

Consists of (a) 9,148,402 shares of common stock (including 769,058 shares of unvested restricted common stock), (b) 141,090 shares of common stock held by the Session 2020 Annuity Trust I, of which Mr.

Session is the trustee and has sole voting and investment power with respect to the shares held by such trust and (c) 141,090 shares of common stock held by the Session 2020 Annuity Trust II, of which Mr.

Session is the trustee and has sole voting and investment power with respect to the shares held by such trust.

This information has been obtained from a Schedule 13G/A filed on February 16, 2021 by FMR LLC.

Johnson is a director, the chairman, the chief executive officer and the president of FMR LLC.

Members of the Johnson family, including Abigail P.

Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.

The Johnson family group and all other Series B shareholders of FMR LLC have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.

Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

Neither FMR LLC nor Abigail P.

Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act of 1940, or the Fidelity Funds, advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees.

Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.

The business address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02110.

This information has been obtained from a Schedule 13G filed on February 2, 2021 by BlackRock, Inc., pursuant to which BlackRock, Inc.

reported having sole voting power over 2,221,008 shares, shared voting power over no shares, sole dispositive power over 2,229,816 shares and shared dispositive power over no shares.

The address of BlackRock, Inc.

is 55 East 52nd Street, New York, NY 10055.

This information has been obtained from a Schedule 13G filed on February 16, 2021 by entities and individuals associated with The University of Texas/Texas A&M Investment Management Company.

Consists of 2,179,000 shares of common stock held by The Board of Regents of the University of Texas System on behalf of UT Southwestern.

The business address for The Board of Regents of the University of Texas System is 5323 Harry Hines Boulevard, Dallas, Texas 75390-9094.

Consists of 3,844 shares of common stock.

Consists of 5,166 shares of common stock issuable upon the exercise of options within 60 days of February 15, 2021.

Consists of (a) 3,195,205 shares of common stock held by The Paul B.

Manning Revocable Trust dated May 10, 2000, of which Mr.

Manning is the trustee and has sole voting and investment power with respect to the shares held by such trust, (b) 2,020,102 shares of common stock held by BKB Growth Investments, LLC and (c) 5,166 shares of common stock issuable upon the exercise of options within 60 days of February 15, 2021.

Manning is a co-manager of Tiger Lily Capital, LLC, the manager of BKB Growth Investments, LLC, and has shared voting and investment power with respect to the shares held by BKB Growth

Investments, LLC.

The business address for each person and entity named in this footnote is 200 Garrett Street, Suite S, Charlottesville, Virginia 22902.

Consists of (a) 1,091,101 shares of common stock held by Nolan Capital, LLC and (b) 5,166 shares of common stock issuable upon the exercise of options within 60 days of February 15, 2021.

Nolan is the President of Nolan Capital, LLC and has shared voting and investment power with respect to the shares held by Nolan Capital, LLC.

The business address for each person and entity named in this footnote is 8 The Green, Ste.

R, Dover, Delaware 19901.

Consists of (a) 19,226 shares of common stock and (b) 5,166 shares of common stock issuable upon the exercise of options within 60 days of February 15, 2021.

Consists of 3,444 shares of common stock issuable upon the exercise of options within 60 days of February 15, 2021.

The information required by this item will be set forth in the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

Related-Person Transactions Policy and Procedures

In September 2020, we adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions.

For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds $120,000.

Transactions involving compensation for services provided to us as an employee or director are not covered by this policy.

A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification.

The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally.

Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy.

In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including:

the risks, costs and benefits to us;

the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

the availability of other sources for comparable services or products;

the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion.

Certain Related Person Transactions

Our Relationship with UT Southwestern

In November 2019, we entered into the UT Southwestern Agreement with UT Southwestern, a beneficial owner of more than 5% of our capital stock.

Claire Aldridge, Ph.D., a former member of our board of directors, was the Associate Vice President of Commercialization and Business Development at UT Southwestern.

In accordance with the terms of, and as consideration for, the UT Southwestern Agreement, we issued 2,179,000 shares of our common stock to UT Southwestern in November 2019.

We do not have

any future milestone or royalty obligations to UT Southwestern under the UT Southwestern Agreement.

See “Business—Research, Collaboration and License Agreement with the University of Texas Southwestern Medical Center” for additional information.

We are also obligated to provide research and development funding pursuant to certain sponsored research agreements entered into beginning in April 2020 in connection with the UT Southwestern Agreement.

We paid an aggregate of $3.6 million to UT Southwestern under the sponsored research agreements during the year ended December 31, 2020.

In January 2021, we launched an innovation fund with UT Southwestern, pursuant to which we support UT Southwestern’s gene therapy discovery activities.

We will have an exclusive option on new programs and intellectual property associated with, and arising from, the research conducted under this arrangement.

Agreements with RA Session II

Guarantee and Security Agreement

In December 2019, Mr.

Session, our President and Chief Executive Officer and a member of our board of directors, entered into a guarantee and security agreement by and among Queen’s University, our company and himself, pursuant to which Mr.

Session has personally guaranteed payments due by us to Queen’s University in the event that we fail to fund our obligations under a research grant agreement by and between Queen’s University and us.

Loan Agreement

In January 2020, Mr.

Session loaned us the principal amount of approximately $1.7 million with interest accruing at a rate of 10% per annum, and we granted Mr.

Session a first priority security interest in certain of our assets as collateral for the loan.

We repaid Mr.

Session an aggregate of approximately $1.7 million, including interest, in payments made in March 2020 and July 2020, and Mr.

Session released his security interest in the collateral.

Private Placements of Our Securities

Series A Convertible Preferred Stock Financing

In March 2020, we entered into a preferred stock purchase agreement with certain investors, including beneficial owners of greater than 5% of our capital stock and affiliates of members of our board of directors, pursuant to which we issued and sold to such investors an aggregate of 6,000,000 shares of our Series A convertible preferred stock at a purchase price of $3.00 per share for aggregate gross proceeds of $18.0 million.

Under the agreement, such investors were required to purchase up to an aggregate of 4,000,000 additional shares of our Series A convertible preferred stock upon our achievement of certain milestones.

Moreover, such investors had the right, in their sole discretion, to purchase any or all of such additional shares whether or not we achieved the specified milestones.

In June and July 2020, such investors exercised in full their option to purchase these additional shares prior to our achievement of such milestones, and we issued and sold to such investors an aggregate of 4,000,000 shares of Series A convertible preferred stock at a purchase price of $3.00 per share for aggregate gross proceeds of $12.0 million.

The table below sets forth the aggregate number of shares of Series A convertible preferred stock issued to our related parties in this financing:

Series A Convertible

Preferred Stock

Purchase Price

PBM TGT Holdings, LLC(1)

24,500,001.00

Nolan Capital, LLC(2)

Manning, a member of our board of directors and a holder of more than 5% of our capital stock, is the Chief Executive Officer of PBM Capital Group, LLC and has sole voting and investment power with respect to the shares held by PBM TGT Holdings, LLC.

In September 2020, PBM TGT Holdings, LLC distributed all of the shares of Series A convertible preferred stock it previously held to its beneficial owners, including Mr.

Manning and entities controlled by Mr.

Manning, for no additional consideration in accordance with the terms of its operating agreement.

Sean Nolan, the Chairman of our board of directors, is the President of Nolan Capital, LLC.

Series B Convertible Preferred Stock Financing

In July 2020, we entered into a preferred stock purchase agreement with certain investors, including beneficial owners of greater than 5% of our capital stock, members of our board of directors and affiliates of members of our board of directors, pursuant to which we issued and sold to such investors an aggregate of 5,647,048 shares of our Series B convertible preferred stock at a purchase price of $17.00 per share for aggregate gross proceeds of $96.0 million.

The financing closed in July and August 2020.

The table below sets forth the aggregate number of shares of Series B convertible preferred stock issued to our related parties in this financing:

Series B Convertible

Preferred Stock

Purchase Price

Entities affiliated with FMR, LLC(1)

28,999,994.00

PBM Capital Group, LLC(2)

Sukumar Nagendran, M.D.

Suyash Prasad, M.B.B.S., F.F.P.M

Nolan Capital, LLC(3)

Entities affiliated with FMR, LLC collectively hold more than 5% of our capital stock.

Manning, a member of our board of directors, and a holder of more than 5% of our capital stock, is the Chief Executive Officer of PBM Capital Group, LLC.

Sean Nolan, the Chairman of our board of directors, is the President of Nolan Capital, LLC.

Our Relationship with PBM Capital Group, LLC

In March 2020, we entered into a services agreement with PBM Capital Group, LLC, or the PBM Services Agreement.

Under the PBM Services Agreement, PBM Capital Group, LLC provides accounting and other administrative and management services related to payroll administration, human resources, bookkeeping, preparation of financial statements and tax returns, accounts payable and receivable, and other similar functions for a fee of $2,500 per month.

We paid PBM Capital Group, LLC an aggregate of $127,000, which includes certain passthrough costs under the PBM Services Agreement during the year ended December 31, 2020.

Employment Arrangements

We have entered into employment agreements or offer letter agreements with certain of our executive officers.

For more information regarding our employment agreements with our named executive officers, see “Executive Compensation—Employment Agreements.”

We also employ Patrick Nolan as our Business Development Manager.

Patrick Nolan is the son of Sean P.

Nolan, the Chairman of our board of directors.

We expect that total compensation for Patrick Nolan will exceed $120,000 in 2021.

Indemnification Agreements

We provide indemnification for our directors and executive officers so that they will be free from undue concern about personal liability in connection with their service to our company.

Under our amended and restated bylaws, we are required to indemnify our directors and executive officers to the extent not prohibited under Delaware law.

We have also entered into indemnity agreements with our executive officers and directors.

These agreements provide, among other things, that we will indemnify the officer or director, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of our company, and otherwise to the fullest extent permitted under Delaware law and our amended and restated bylaws.

Director Independence

Applicable Nasdaq rules, or the Nasdaq Listing Rules, require a majority of a listed company’s board of directors to be comprised of independent directors.

In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act of 1934, as amended, or the

Exchange Act.

The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees, that neither the director nor any of his family members has engaged in various types of business dealings with us and that the director is not associated with the holders of more than 5% of our common stock.

In addition, under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that all of our directors other than Mr.

Session, representing six of our seven directors, are “independent directors” as defined under applicable Nasdaq rules.

In making such determination, our board of directors considered the current and prior relationships that each such director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining his independence, including the beneficial ownership of our capital stock by each director and the transactions described in this section.

Principal Accounting Fees and Services.

The following table represents aggregate fees billed to us for the fiscal year ended December 31, 2020 by Deloitte & Touche LLP, our principal accountant.

No fees were billed to us by Deloitte & Touche LLP during the period from September 2, 2019 (date of our inception) through December 31, 2019.

December 31, 2020

Audit Fees(1)

Audit fees consist of fees billed for professional services provided in connection with the audit of our annual financial statements, the review of our quarterly financial statements and audit services that are normally provided by the independent registered public accounting firm in connection with regulatory filings.

The audit fees also include fees for professional services provided in connection with our initial public offering in 2020.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche LLP.

The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.

Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service.

The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant’s independence.

The information required by this item will be set forth in the Proxy Statement under the captions “Transactions with Related Persons and Indemnification” and “Independence of the Board of Directors” and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by this item will be set forth in the Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

1 unchanged sentence

The following report and financial statements of the Company are included in this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets

1 unchanged sentence

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statement of Cash Flows

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

7 unchanged sentences

333-248559), filed with the Securities and Exchange Commission on September 2, 2020)

Description of the Company’s Common Stock.

Description of the Company’s Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No.

001-39536), filed with the Securities Exchange Commission on March 3, 2021.

Research, Collaboration & License Agreement, by and between the Company and The Board of Regents of the University of Texas System on behalf of The University of Texas Southwestern Medical Center, dated as of November 19, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

6 unchanged sentences

333-248559), filed with the Securities and Exchange Commission on September 2, 2020) .

License Agreement, by and between the Company and Abeona Therapeutics Inc., dated as of October 29, 2020

License Agreement, by and between the Company and Abeona Therapeutics Inc., dated as of October 29, 2020 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K (File No.

001-39536), filed with the Securities and Exchange Commission on March 2, 2021.

2020 Equity Incentive Plan and Forms of Stock Option Grant Notice, Stock Option Agreement and Restricted Stock Award Grant Notice (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.

12 unchanged sentences

001-39536), filed with the Securities and Exchange Commission on November 12, 2020).

Amended and Restated Offer Letter, effective as of September 24, 2020, by and between the Company and Kamran Alam.

Amended and Restated Offer Letter, effective as of September 24, 2020, by and between the Company and Suyash Prasad.

Lease, dated December 17, 2020, by and between Patriot Park Partners II, LLC and the Company.

Amended and Restated Offer Letter, effective as of September 24, 2020, by and between the Company and Kamran Alam (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No.

001-39536), filed with the Securities and Exchange Commission on March 3, 2021).

Amended and Restated Offer Letter, effective as of September 24, 2020, by and between the Company and Suyash Prasad (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.

001-39536), filed with the Securities and Exchange Commission on March 3, 2021).

Lease, dated December 17, 2020, by and between Patriot Park Partners II, LLC and the Company (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No.

001-39536), filed with the Securities and Exchange Commission on March 3, 2021).

Loan and Security Agreement, dated August 12, 2021, by and among the Company, the lenders party thereto from time to time and Silicon Valley Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39536), filed with the Securities and Exchange Commission on August 16, 2021).

Lease Agreement, dated January 8, 2021, by and between Pegasus Park, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39536), filed with the Securities and Exchange Commission on August 16, 2021).

First Amendment to Lease Agreement, dated December 14, 2021, by and between Pegasus Park, LLC and the Company.

Amendment No.

1 to Sales Agreement, dated March 30, 2022, by and among the Company, Goldman Sachs & Co.

LLC, SVB Securities LLC and Wells Fargo Securities, LLC.

Consent of Deloitte & Touche LLP

Power of Attorney (included on signature page)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

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Inline XBRL Taxonomy Extension Definition Linkbase Document

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Cover Page Interactive Data File (embedded within Inline XBRL document)

Filed herewith.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures