TScan Therapeutics Reports Unregistered Equity Sale
Ticker: TCRX · Form: 8-K · Filed: Nov 21, 2024 · CIK: 1783328
| Field | Detail |
|---|---|
| Company | Tscan Therapeutics, Inc. (TCRX) |
| Form Type | 8-K |
| Filed Date | Nov 21, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $0.0001, $30 million, $15 million, $4 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, unregistered-securities, 8-k
TL;DR
TScan sold unregistered shares on Nov 15th. Details TBD.
AI Summary
TScan Therapeutics, Inc. reported an unregistered sale of equity securities on November 15, 2024. The company, incorporated in Delaware, filed an 8-K form with the SEC on November 21, 2024, detailing this event. The filing does not specify the number of shares sold or the price at which they were sold.
Why It Matters
This filing indicates a private placement or other unregistered sale of stock, which could impact existing shareholders through dilution or signal a need for capital by the company.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate a need for immediate capital or could lead to dilution for existing shareholders, though specific details are not yet provided.
Key Players & Entities
- TScan Therapeutics, Inc. (company) — Registrant
- November 15, 2024 (date) — Date of earliest event reported
- November 21, 2024 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
- 830 Winter Street Waltham, Massachusetts 02451 (address) — Principal executive offices
FAQ
What type of equity securities were sold in the unregistered offering?
The filing does not specify the type of equity securities sold, only that it was an unregistered sale of equity securities.
How many shares were sold in the unregistered offering?
The filing does not disclose the number of shares sold in the unregistered offering.
At what price were the unregistered equity securities sold?
The filing does not provide information on the price at which the unregistered equity securities were sold.
What was the purpose of the unregistered sale of equity securities?
The filing does not state the specific purpose for the unregistered sale of equity securities.
Were any underwriters involved in this unregistered sale of equity securities?
The filing does not mention any underwriters in relation to the unregistered sale of equity securities.
Filing Stats: 548 words · 2 min read · ~2 pages · Grade level 11.5 · Accepted 2024-11-21 08:05:41
Key Financial Figures
- $0.0001 — ch registered Common stock, par value $0.0001 per share TCRX The Nasdaq Global Ma
- $30 million — ded an initial convertible term loan of $30 million to the Company in accordance with the L
- $15 million — to which the lender elected to convert $15 million of principal amount of the loan into vo
- $4 — f the Company, at a conversion price of $4.785, in accordance with the Loan Agreem
Filing Documents
- eh240560212_8k.htm (8-K) — 24KB
- 0000950142-24-002817.txt ( ) — 193KB
- tcrx-20241115.xsd (EX-101.SCH) — 3KB
- tcrx-20241115_lab.xml (EX-101.LAB) — 33KB
- tcrx-20241115_pre.xml (EX-101.PRE) — 22KB
- eh240560212_8k_htm.xml (XML) — 4KB
02
Item 3.02 Unregistered Sales of Equity Securities. As previously reported, TScan Therapeutics, Inc. (the " Company ") entered into a Loan and Security Agreement dated as of September 9, 2022, with the lenders party thereto, K2 HealthVentures LLC, as administrative agent for the lenders, and Ankura Trust Company, LLC, as collateral agent for the lenders (as amended, restated, supplemented or otherwise modified from time to time, the " Loan Agreement "). On September 9, 2022, the lender extended an initial convertible term loan of $30 million to the Company in accordance with the Loan Agreement. On November 15, 2024, the Company received a conversion notice from the lender pursuant to which the lender elected to convert $15 million of principal amount of the loan into voting common stock of the Company, at a conversion price of $4.785, in accordance with the Loan Agreement. On November 20, 2024, the Company issued 3,134,796 shares of voting common stock, $0.0001 par value (the " Conversion Shares "), to the lender. The Conversion Shares were issued in reliance on the registration exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
SIGNATURES
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. TScan Therapeutics, Inc. Date: November 21, 2024 By: /s/ Jason Amello Name: Jason Amello Title: Chief Financial Officer