Pitango HealthTech Fund I Updates Passive Stake in TScan Therapeutics

TL;DR

**Pitango HealthTech Fund I is still a passive holder in TScan Therapeutics, no big moves here.**

AI Summary

Pitango HealthTech Fund I, L.P. filed an amended Schedule 13G/A on February 8, 2024, updating its ownership in TScan Therapeutics, Inc. as of December 31, 2023. This filing indicates that Pitango HealthTech Fund I, L.P. and its affiliated entities (Pitango H.T. Fund I, L.P., Pitango HealthTech Fund I - Israel L.P., and Pitango HealthTech Principals Fund I, L.P.) are passive investors, holding less than 5% of TScan's common stock. This matters to investors because it confirms that a significant institutional investor is not actively seeking to influence TScan's management or strategy, which can be a sign of stability or a lack of immediate catalysts for change.

Why It Matters

This filing confirms Pitango HealthTech Fund I, L.P. remains a passive investor in TScan Therapeutics, indicating no immediate plans for activist involvement or significant changes in their investment strategy.

Risk Assessment

Risk Level: low — The filing indicates a passive investment, suggesting no immediate risk of activist pressure or significant share dumping from this entity.

Analyst Insight

Investors should note that this filing indicates no change in Pitango HealthTech Fund I's passive investment strategy, suggesting no immediate external pressure or significant shifts in TScan Therapeutics' governance from this shareholder. This could be interpreted as a stable, albeit uneventful, signal.

Key Numbers

• 89854M101 — CUSIP Number (identifies TScan Therapeutics, Inc. Common Stock)
• December 31, 2023 — Date of Event (the date as of which the ownership information is reported)
• February 8, 2024 — Filing Date (the date the amended Schedule 13G/A was filed with the SEC)

Key Players & Entities

• Pitango HealthTech Fund I, L.P. (company) — reporting person and institutional investor
• TScan Therapeutics, Inc. (company) — subject company whose shares are being reported
• Ofira Kadmor (person) — Senior VP Finance at Pitango Venture Capital, authorized to receive notices
• Pitango H.T. Fund I, L.P. (company) — group member affiliated with the reporting person
• Pitango HealthTech Fund I - Israel L.P. (company) — group member affiliated with the reporting person
• Pitango HealthTech Principals Fund I, L.P. (company) — group member affiliated with the reporting person

Forward-Looking Statements

• Pitango HealthTech Fund I, L.P. will maintain its passive investment stance in TScan Therapeutics, Inc. (Pitango HealthTech Fund I, L.P.) — high confidence, target: Next 12 months

FAQ

From the Filing

0001104659-24-011824.txt : 20240208 0001104659-24-011824.hdr.sgml : 20240208 20240208060246 ACCESSION NUMBER: 0001104659-24-011824 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 GROUP MEMBERS: PITANGO H.T. FUND I, L.P. GROUP MEMBERS: PITANGO HEALTHTECH FUND I - ISRAEL L.P. GROUP MEMBERS: PITANGO HEALTHTECH PRINCIPALS FUND I, L .P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TScan Therapeutics, Inc. CENTRAL INDEX KEY: 0001783328 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 825282075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92700 FILM NUMBER: 24606694 BUSINESS ADDRESS: STREET 1: 880 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 857-399-9500 MAIL ADDRESS: STREET 1: 880 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pitango HealthTech Fund I, L.P. CENTRAL INDEX KEY: 0001775340 ORGANIZATION NAME: IRS NUMBER: 981485171 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11 HAMENOFIM STREET STREET 2: BUILDING B CITY: HERZLIYA STATE: L3 ZIP: 46725 BUSINESS PHONE: 97299718100 MAIL ADDRESS: STREET 1: 11 HAMENOFIM STREET STREET 2: BUILDING B CITY: HERZLIYA STATE: L3 ZIP: 46725 SC 13G/A 1 tm245444d1_sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TScan Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89854M101 (CUSIP Number) Ofira Kadmor Senior VP Finance Pitango Venture Capital 11 HaMenofim St. Bldg. B Herzliya 4672562, Israel Tel +972-9-971-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) ¨ Rule 13d-1(c) x Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 89854M101 13G/A Page 2 of 10 Pages 1. NAMES OF REPORTING PERSONS Pitango HealthTech Fund I, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 2,022,034 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 2,022,034 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,022,034 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2% (1) 12. TYPE OF REPORTING PERSON (see instructions) PN (1) This percentage reflects the percentage of the total number of outstanding shares of the Issuer’s common stock. It is calculated based on 47,824,680 shares of the Issuer’s common stock, composed of 43,548,092 shares of voting common stock and 4,276,588 shares of non-voting common stock, outstanding as of November 3, 2023, as reported by the Issuer in