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In January 2024 and April 2024, we were named a nominal defendant in two putative stockholder derivative actions filed by our stockholders in the Court of Chancery of the State of Delaware. The lawsuits have since been consolidated and a lead plaintiff has been appointed. In October 2024, the lead plaintiff filed an amended complaint asserting claims relating to our August 2023 Private Placement against (i) certain of our current and former directors and officers for breach of fiduciary duty and unjust enrichment; and (ii) certain participants in our August 2023 Private Placement for aiding and abetting breach of fiduciary duty and unjust enrichment. The complaints seek an unspecified award of damages in our favor, plus pre-judgment and post-judgment interest, and an award to the plaintiffs for the costs and disbursement of the action, including fees for their attorneys and experts. Our board of directors formed a special litigation committee to investigate the claims and allegations in the amended complaint. On March 3, 2026, the special litigation committee moved to terminate the action, stating its conclusion that dismissal is in the best interests of our stockholders and us. On April 1, 2026, the lead plaintiff filed a response stating that he does not oppose the motion to terminate the action. We have not recorded a liability related to these lawsuits because, at this time, we are unable to reasonably estimate possible losses or gains or determine whether an unfavorable outcome is either probable or remote.
In connection with an investigation captioned In the Matter of Taysha Gene Therapies, Inc. (D-04192), Taysha and certain of its officers and directors received subpoenas in late 2024 from the United States Securities and Exchange Commission, or the SEC, for materials relating to Taysha’s August 2023 Private Placement and certain public offerings. Production of materials in response to the subpoenas was completed in April 2025. The SEC investigation was neither a determination that the Company or any individuals had violated any law nor a charge of any wrongdoing. In June 2026, the SEC notified us and each of the named officers and directors that it was terminating the investigation and did not intend to recommend any enforcement actions.
From time to time, we may be involved in additional legal or regulatory proceedings. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.