Enovis to Acquire TScan Therapeutics for $1.1B

TL;DR

Enovis is buying TScan for $1.1B cash, deal expected H1 2025.

AI Summary

TScan Therapeutics, Inc. announced on December 9, 2024, that it has entered into a definitive agreement to be acquired by Enovis Corporation for approximately $1.1 billion in cash. The transaction is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by Enovis Corporation represents a significant consolidation in the biotechnology sector, potentially impacting the development and availability of TScan's therapeutic candidates.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and there is a risk that the deal may not be completed.

Key Numbers

• $1.1B — Acquisition Price (Enovis Corporation's cash offer for TScan Therapeutics.)

Key Players & Entities

• TScan Therapeutics, Inc. (company) — Registrant
• Enovis Corporation (company) — Acquiring company
• $1.1 billion (dollar_amount) — Acquisition price
• December 9, 2024 (date) — Date of report
• first half of 2025 (date) — Expected closing period

FAQ

From the Filing

0001193125-24-273985.txt : 20241210 0001193125-24-273985.hdr.sgml : 20241210 20241210081402 ACCESSION NUMBER: 0001193125-24-273985 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 67 CONFORMED PERIOD OF REPORT: 20241209 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20241210 DATE AS OF CHANGE: 20241210 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: 241537185 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 d917413d8k.htm 8-K 8-K false 0001783328 0001783328 2024-12-09 2024-12-09     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) December 9, 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 7.01 Regulation FD Disclosure. On December 9, 2024, TScan Therapeutics, Inc. (the “Company”) issued a press release regarding updated data from its ongoing ALLOHA ™ Phase 1 trial of TSC-100 and TSC-101 to be presented during an oral session at the 66 th American Society of Hematology (ASH) Annual Meeting and Exposition. A copy of the press release is furnished as Exhibit 99.1 hereto. The Company also announced a virtual key opinion leader (KOL) event featuring Ran Reshef, M.D., M.Sc., to be held on Tuesday, December 10, 2024, at 8:00 a.m. ET to discuss the data presented at ASH, updates regarding a potential registr