TScan Therapeutics Reports Unregistered Equity Sale

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

From the Filing

0000950142-24-002817.txt : 20241121 0000950142-24-002817.hdr.sgml : 20241121 20241121080541 ACCESSION NUMBER: 0000950142-24-002817 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20241115 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20241121 DATE AS OF CHANGE: 20241121 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: 241482217 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 eh240560212_8k.htm FORM 8-K FORM 8-K false 0001783328 0001783328 2024-11-15 2024-11-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares       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): November 15, 2024   TSCAN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)   Delaware 001-40603 82-5282075 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)       830 Winter Street Waltham , Massachusetts 02451 (Address of principal executive offices) (Zip Code)   ( 857 ) 399-9500 (Registrant’s Telephone Number, Including Area Code)   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 ( see General Instruction A.2. below):     ☐ 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   Trading Symbol(s)   Name of each exchange on which registered Common stock, par value $0.0001 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 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