Armata to Acquire TScan Therapeutics for $1.1B

TL;DR

Armata is buying TScan for $1.1B in cash and stock, deal expected Q3.

AI Summary

TScan Therapeutics, Inc. announced on June 12, 2024, that it has entered into a definitive agreement to be acquired by Armata Pharmaceuticals, Inc. for approximately $1.1 billion in cash and stock. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition combines two companies focused on developing novel therapies, potentially accelerating the development of new treatments for various diseases.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions and regulatory approvals, which could impact the completion of the deal.

Key Numbers

• $1.1B — Acquisition Value (Total consideration for TScan Therapeutics)

Key Players & Entities

• TScan Therapeutics, Inc. (company) — Registrant
• Armata Pharmaceuticals, Inc. (company) — Acquiring company
• $1.1 billion (dollar_amount) — Acquisition value
• June 12, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

From the Filing

0001193125-24-161151.txt : 20240614 0001193125-24-161151.hdr.sgml : 20240614 20240614071502 ACCESSION NUMBER: 0001193125-24-161151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20240612 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240614 DATE AS OF CHANGE: 20240614 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40603 FILM NUMBER: 241043137 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 8-K 1 d785285d8k.htm 8-K 8-K false 0001783328 0001783328 2024-06-12 2024-06-12     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) June 12, 2024     TSCAN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)       Delaware   001-40603   82-5282075 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   830 Winter Street , Waltham , Massachusetts   02451 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code (857) 399-9500 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   Trade Symbol(s)   Name of each exchange on which registered Voting Common Stock, $0.0001 par value per share   TCRX   The Nasdaq Global Market LLC 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board Resignation On June 12, 2024 (the “Effective Date”), after the conclusion of the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of TScan Therapeutics, Inc. (the “Company”), Timothy Barberich, a member and Chairman of the Board of Directors (the &