TScan Therapeutics Merges with Enliven Therapeutics, Renames Company
Ticker: TCRX · Form: 8-K · Filed: 2024-12-26T00:00:00.000Z
Sentiment: neutral
Topics: merger, acquisition, biotech, name-change
TL;DR
TScan is now Enliven Therapeutics after merger approval; new leadership takes over.
AI Summary
On December 26, 2024, TScan Therapeutics, Inc. announced the closing of its previously disclosed merger agreement with Enliven Therapeutics, Inc. The transaction was approved by TScan's stockholders on December 23, 2024. As a result of the merger, TScan Therapeutics, Inc. will be renamed Enliven Therapeutics, Inc. and will continue to operate under the leadership of Enliven's management team.
Why It Matters
This merger signifies a strategic consolidation in the biotechnology sector, potentially leading to a combined entity with enhanced capabilities and a broader pipeline for developing novel therapies.
Risk Assessment
Risk Level: medium — Mergers and acquisitions inherently carry integration risks, potential pipeline shifts, and market reception uncertainties.
Key Players & Entities
- TScan Therapeutics, Inc. (company) — Registrant
- Enliven Therapeutics, Inc. (company) — Acquiring entity/Renamed entity
- December 26, 2024 (date) — Date of report and closing of merger
- December 23, 2024 (date) — Date of stockholder approval
FAQ
What is the new name of the combined company?
The combined company will be renamed Enliven Therapeutics, Inc.
When did TScan Therapeutics' stockholders approve the merger?
TScan Therapeutics' stockholders approved the merger on December 23, 2024.
Who will lead the combined company?
The combined company will continue to operate under the leadership of Enliven's management team.
What is the effective date of the merger closing?
The merger closed on December 26, 2024.
What was the previous name of the company that will now be known as Enliven Therapeutics, Inc.?
The previous name was TScan Therapeutics, Inc.
From the Filing
0001193125-24-284671.txt : 20241226 0001193125-24-284671.hdr.sgml : 20241226 20241226073030 ACCESSION NUMBER: 0001193125-24-284671 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20241226 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20241226 DATE AS OF CHANGE: 20241226 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: 241576188 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 d861236d8k.htm 8-K 8-K false 0001783328 0001783328 2024-12-26 2024-12-26     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 26, 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 Stock 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 1.01. Entry into a Material Definitive Agreement. On December 26, 2024, TScan Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in a registered direct offering, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 7,500,000 shares of the voting common stock, par value $0.0001 per share, of the Company (the “Voting Common Stock”), at a purchase price of $4.00