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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

November 15, 2022

 

 

Twist Bioscience Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-38720   46-2058888

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I. R. S. Employer
Identification No.)

 

681 Gateway Boulevard

South San Francisco, CA 94080

(Address of principal executive offices, including ZIP code)

 

(800) 719-0671

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class  

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock   TWST   The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01Regulation FD.

 

On November 15, 2022, Twist Bioscience Corporation issued a press release addressing a report issued by Scorpion Capital. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information included in this Item 7.01 and in the press release attached as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

  Description
   
99.1   Press release dated November 15, 2022
     
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: November 15, 2022 Twist Bioscience Corporation
   
  /s/ Dennis Cho
  Dennis Cho
  General Counsel and Secretary

 

 

 

 

Exhibit 99.1

 

 

Twist Bioscience Addresses Misleading Short-Seller Report

 

Twist to report fiscal Q4 and full year 2022 financial results before market Friday, November 18, and host a conference call at 8:00 a.m. Eastern Time

 

SOUTH SAN FRANCISCO, Calif. – November 15, 2022 – Twist Bioscience Corporation (NASDAQ: TWST), a company enabling customers to succeed through its offering of high-quality synthetic DNA using its silicon platform, today addressed a misleading short-seller report issued by Scorpion Capital.

 

Twist believes that the short-seller report issued by Scorpion Capital is highly misleading, with many distortions and inaccuracies. Unlike the author of the short-seller report, Twist is a public company, and is committed to communicating truthfully, creating value for all shareholders, and being good stewards of capital. In addition, Twist’s inaugural ESG report details the company’s environmental, social and governance practices at length, which Twist fully stands behind.

 

Twist remains focused on its mission to improve health and sustainability by manufacturing DNA at scale and on growing its business, including shipping product from the Factory of the Future in January 2023.

 

Twist will issue its financial results for the fiscal 2022 fourth quarter and full year ended September 30, 2022, before the opening of the market on Friday, November 18, 2022. The company plans to hold a conference call and live audio webcast for analysts and investors at 8:00 a.m. Eastern Time to discuss its financial results and provide an update on the company’s business.

 

The conference call will be webcast live through the Investor Relations section under the “Company” tab at www.twistbioscience.com. Those parties interested in participating via telephone must register on the Company’s Investor Relations website or by clicking here. Upon registration, all telephone participants will receive the dial-in number along with a unique PIN number that can be used to access the call. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. The webcast replay will be available for two weeks.

 

 

 

 

About Twist Bioscience Corporation

 

Twist Bioscience is a leading and rapidly growing synthetic biology and genomics company that has developed a disruptive DNA synthesis platform to industrialize the engineering of biology. The core of the platform is a proprietary technology that pioneers a new method of manufacturing synthetic DNA by “writing” DNA on a silicon chip. Twist is leveraging its unique technology to manufacture a broad range of synthetic DNA-based products, including synthetic genes, tools for next-generation sequencing (NGS) preparation, and antibody libraries for drug discovery and development. Twist is also pursuing longer-term opportunities in digital data storage in DNA and biologics drug discovery. Twist makes products for use across many industries including healthcare, industrial chemicals, agriculture and academic research.

 

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Legal Notice Regarding Forward-Looking Statements

 

This press release contains forward-looking statements. All statements other than statements of historical facts contained herein are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause Twist Bioscience’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. For a description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Twist Bioscience’s business in general, see Twist Bioscience’s risk factors set forth in Twist Bioscience’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2022 and subsequent filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and Twist Bioscience specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

CONTACTS:

 

For Twist Bioscience:

Angela Bitting
SVP, Corporate Affairs
925- 202-6211

abitting@twistbioscience.com

 

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