Baker Bros. Advisors Amends TScan Therapeutics Stake

TL;DR

Baker Bros. Advisors updated their TScan Therapeutics filing on 4/23. Watch this space.

AI Summary

Baker Bros. Advisors LP, through its general partner Baker Bros. Advisors (GP) LLC and principals Felix J. Baker and Julian C. Baker, has amended its Schedule 13D filing regarding TScan Therapeutics, Inc. as of April 23, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. Alexandra A. Toohey is listed as the Chief Financial Officer of Baker Bros. Advisors LP.

Why It Matters

This amendment signals a potential shift in significant ownership for TScan Therapeutics, which could influence the company's strategic direction or market perception.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often precede significant corporate actions or shifts in investor sentiment, warranting close monitoring.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• TScan Therapeutics, Inc. (company) — Subject company
• Baker Bros. Advisors (GP) LLC (company) — Group member
• Felix J. Baker (person) — Group member
• Julian C. Baker (person) — Group member
• Alexandra A. Toohey (person) — Chief Financial Officer of Baker Bros. Advisors LP

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $7.13 — ock”) at a price to the public of $7.13 per share and prefunded warrants to pur
• $7.1299 — ts”), at a price to the public of $7.1299 per warrant with an exercise price of $
• $3.17 — Stock Options with an exercise price of $3.17 per share and an expiration date of May
• $2.66 — Stock Options with an exercise price of $2.66 per share and an expiration date of Jun

Filing Documents

• tm2412362d1_sc13da.htm (SC 13D/A) — 95KB
• 0001104659-24-050607.txt ( ) — 97KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of this Amendment No. 3 is supplemented and amended, as the

Item 3 of this Amendment No. 3 is supplemented and amended, as the case may be, as follows: The disclosure in Item 4 below is incorporated herein by reference.

Purpose of the Transaction

Item 4. Purpose of the Transaction.

of this Amendment No. 3 hereby is supplemented and amended,

Item 4 of this Amendment No. 3 hereby is supplemented and amended, as the case may be, as follows: On April 16, 2024, TScan Therapeutics, Inc. (the “Issuer”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and TD Securities (USA) LLC (the “Underwriters”), related to a public offering (the “Offering”) of 2,472,581 shares of common stock of the Issuer (“Common Stock”) at a price to the public of $7.13 per share and prefunded warrants to purchase up to 18,577,419 shares of Common Stock (the “Prefunded Warrants”), at a price to the public of $7.1299 per warrant with an exercise price of $0.0001 per share. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 3,157,500 shares of Common Stock to cover overallotments, if any. The Offering closed on April 19, 2024. Pursuant to the Offering, 667 and Life Sciences purchased 825,968 and 8,851,451 Prefunded Warrants, respectively, at the offering price of $7.1299 per share, totaling 9,677,419 Prefunded Warrants in the aggregate. Each of 667 and Life Sciences purchased the Prefunded Warrants with their working capital. The Prefunded Warrants are exercisable on a 1-for-1 basis at any time at the election of the holder into shares of Common Stock subject to beneficial ownership limitations as described below. The Prefunded Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no more than 4.99% of the outstanding shares of Common Stock (the &ldquo

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer. (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 3 are incorporated herein by reference. The information set forth in Item 4 is hereby incorporated by reference into this Item 5. Set forth below is the aggregate number of shares of Common Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as the shares of Common Stock that may be acquired upon conversion of non-voting common stock of the Issuer (“Non-Voting Common Stock”) or exercise of Prefunded Warrants by the Funds, subject to, respectively the Beneficial Ownership Limitation and the Maximum Percentage. Holder Common Stock Non-Voting Common Stock Prefunded Warrants 667, L.P. 256,209 315,777 4,018,678 Baker Brothers Life Sciences, L.P. 2,528,583 3,960,811 43,158,741 Total 2,784,792 4,276,588 47,177,419 Shares of Non-Voting Common Stock are convertible into Common Stock on a 1-for-1 basis at the option of the holder without consideration, subject to beneficial ownership limitations as described below. The shares of Non-Voting Common Stock are only convertible to the extent that after giving effect to such conversion the holders thereof, together with their affiliates with whom such holders would be required to aggregate beneficial ownership for purposes of Section 13(d) of the Exchange Act, would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). By notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of this restriction, the number of shares that may be issued upon conversion of the shares

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

of this Amendment No. 3 is hereby supplemented

Item 6 of this Amendment No. 3 is hereby supplemented and amended, as the case may be, as follows: Prefunded Warrants The disclosure in Item 4 regarding the Prefunded Warrants is incorporated herein by reference. The foregoing description of the Prefunded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Prefunded Warrant, which is incorporated by reference as Exhibit 99.1 hereto and is incorporated herein by reference. Director Lock-Up Agreement Pursuant to a lock-up agreement entered into with the Underwriters in connection with the Offering (the “Director Lock-Up Agreement”), Dr. Biggar, in his personal capacity, agreed that, without the prior written consent of the representatives of the Underwriters, he will not, and will not publicly disclose an intention to, during the period commencing on April 16, 2024 and ending June 15, 2024, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by Dr. Biggar or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock. The foregoing description of the Director Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Director Lock-Up Agreement, which is incorporated by reference as Exhibit 99.2 hereto and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Description 99.1 Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 17, 2024). 99.2 Form of D irector Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 17, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 23, 2024 BAKER BROS. ADVISORS LP By: Baker Bros. Advisors (GP) LLC, its general partner By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President BAKER BROS. ADVISORS (GP) LLC By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President /s/ Julian C. Baker Julian C. Baker /s/ Felix J. Baker Felix J. Baker

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View this SC 13D/A filing on SEC EDGAR