TWST 8-K
Twist Bioscience Corp (TWST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
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 8.01 | Other Events. |
Pursuant to that certain Registration Rights Agreement dated February 11, 2026 by and between Twist Bioscience Corporation (the “Company”) and Invenra Inc. (“Invenra”), the Company is filing a prospectus supplement to register the resale of shares issuable pursuant to that certain Stock Purchase Agreement dated February 11, 2026 by and between the Company and Invenra. An opinion of Orrick, Herrington & Sutcliffe LLP is filed as Exhibit 5.1 to this Current Report in connection with the registration of the resale of the shares.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP | |
| 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: August 19, 2026 | Twist Bioscience Corporation |
| /s/ Judy Yan | |
| Judy Yan | |
| Assistant General Counsel and Assistant Secretary |
Exhibit 5.1
Orrick , Herrington & Sutcliffe LLP The Orrick Building San Francisco, CA 94105-2669
+1 415 773 5700 | |
| August 19, 2026 | orrick.com |
| F +1 415 773 5759 |
Twist Bioscience Corporation
681 Gateway Blvd.
South San Francisco, CA 94080
| Re: | Twist Bioscience Corporation |
Registration Statement on Form S-3 (No. 333-296897); Up to 35,114 shares of common stock
Ladies and Gentlemen:
At your request, we have examined the Prospectus Supplement (as defined below), filed with the Securities and Exchange Commission (the “Commission”) relating to the offering from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933 (the “Securities Act”), by the selling stockholder named in the Prospectus Supplement (the “Selling Securityholder”), of up to 35,114 shares of common stock, par value $0.00001 per share (the “Shares”) of Twist Bioscience Corporation, a Delaware Corporation (the “Company”). The Shares will be issued pursuant to the Stock Purchase Agreement, dated as of February 11, 2026, between the Company and Invenra Inc. (the “Stock Purchase Agreement”). The resale of the Shares is being registered pursuant to a registration statement on Form S-3 under the Securities Act, filed with the Commission on June 18, 2026 (Registration No. 333-296897) (the “Registration Statement”), a base prospectus dated June 18, 2026 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a prospectus supplement dated August 19, 2026 filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”). The Company is filing this opinion letter with the Commission on a Current Report on Form 8-K (the “Current Report”).
We have examined the originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company, and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.
| August 19, 2026 Page 2 |
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Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued pursuant to the Stock Purchase Agreement, will be validly issued, fully paid and nonassessable.
We express no opinion as to laws other than the laws of the State of Delaware with respect to the opinion set forth above, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
We hereby consent to the reference to us under the heading “Legal Matters” in the Prospectus and to the filing of this opinion letter as an exhibit to the Current Report and its incorporation by reference into the Registration Statement. By giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP