TCR² Therapeutics Announces Pricing of Public Offering of $140.0 Million of Common Stock
January 19 2021 - 10:02PM
TCR2 Therapeutics Inc. (Nasdaq: TCRR) (“TCR2” or the “Company”), a
clinical-stage immunotherapy company with a pipeline of novel T
cell therapies for patients suffering from cancer, today announced
the pricing of an underwritten public offering of 4,590,164 shares
of its common stock at a public offering price of $30.50 per share.
TCR2 also granted the underwriters a 30-day option to purchase up
to an additional 688,524 shares of common stock at the public
offering price, less the underwriting discounts and commissions.
The gross proceeds from the offering, before deducting underwriting
discounts and commissions and offering expenses payable by the
Company, are expected to be approximately $140.0 million, excluding
any exercise of the underwriters’ option to purchase additional
shares. All of the shares in the offering are to be sold by TCR2.
The offering is expected to close on or about January 22, 2021,
subject to customary closing conditions.
Goldman Sachs & Co. LLC, Jefferies, Piper
Sandler and BMO Capital Markets are acting as joint book-running
managers for the offering.
TCR2 intends to use the net proceeds of the
offering to advance its clinical and earlier stage programs and for
research and development, working capital and general corporate
purposes.
The securities described may be offered pursuant
to a shelf registration statement on Form S-3 (File No.
333-236965), including a base prospectus that was declared
effective by the U.S. Securities and Exchange Commission (the
“SEC”) on April 28, 2020. The offering will be made only by means
of a prospectus supplement and accompanying prospectus that form a
part of the registration statement. A preliminary prospectus
supplement and accompanying prospectus relating to, and describing
the terms of, this offering was filed with the SEC on January 19,
2021. The final prospectus supplement relating to the offering will
be filed with the SEC and will be available on the SEC’s website at
www.sec.gov. When available, copies of the final prospectus
supplement and the accompanying prospectus relating to the offering
may also be obtained from: Goldman Sachs & Co. LLC, Prospectus
Department, 200 West Street, New York, NY 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com; Jefferies LLC, Attention: Equity
Syndicate Prospectus Departments, 520 Madison Avenue, 2nd Floor,
New York, NY 10022, by phone at (877) 821-7388, or by email at
Prospectus_Department@Jefferies.com; Piper Sandler & Co.,
Attention: Prospectus Department, 800 Nicollet Mall, J12S03,
Minneapolis, Minnesota 55402, by email at prospectus@psc.com, or by
phone at (800) 747-3924; or BMO Capital Markets Corp., Attention:
Equity Syndicate Department, 3 Times Square, 25th Floor, New York,
NY 10036, by email at bmoprospectus@bmo.com, or by phone at (800)
414-3627.
Important Information
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any offer or sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About TCR2
Therapeutics
TCR2 Therapeutics Inc. is a clinical-stage
immunotherapy company developing a pipeline of novel T cell
therapies for patients suffering from solid tumors and
hematological malignancies. TCR2’s proprietary T cell receptor
(TCR) Fusion Construct T cells (TRuC®-T cells) specifically
recognize and kill cancer cells by harnessing signaling from the
entire TCR, independent of human leukocyte antigens (HLA). In
preclinical studies, TRuC-T cells have demonstrated superior
anti-tumor activity compared to chimeric antigen receptor T cells
(CAR-T cells), while exhibiting lower levels of cytokine release.
The Company’s lead TRuC-T cell product candidate targeting solid
tumors, TC-210, is currently being studied in a Phase 1/2 clinical
trial to treat patients with mesothelin-positive non-small cell
lung cancer (NSCLC), ovarian cancer, malignant pleural/peritoneal
mesothelioma, and cholangiocarcinoma. The Company’s lead TRuC-T
cell product candidate targeting hematological malignancies,
TC-110, is currently being studied in a Phase 1/2 clinical trial to
treat patients with CD19-positive adult acute lymphoblastic
leukemia (aALL) and with aggressive or indolent non-Hodgkin
lymphoma (NHL).
Forward-Looking Statements
This press release contains forward-looking
statements that are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The use of
words such as “may,” “will,” “could,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “projects,” “seeks,” “endeavor,” “potential,”
“continue” or the negative of such words or other similar
expressions can be used to identify forward-looking statements. Any
forward-looking statements in this press release, such as
statements regarding closing of the offering and the anticipated
use of proceeds therefrom, are based on management's current
expectations and beliefs and are subject to a number of risks,
uncertainties and important factors that may cause actual events or
results to differ materially from those expressed or implied by any
forward-looking statements contained in this press release,
including, without limitation, uncertainties related to market
conditions and the completion of the public offering on the
anticipated terms, or at all. These and other risks and
uncertainties are described in greater detail in the section
entitled “Risk Factors” in TCR2’s Annual Report on Form 10-K filed
on March 30, 2020, as updated by its most recent Quarterly Report
on Form 10-Q and its other filings made with the SEC from time to
time, including those contained or incorporated by reference in the
preliminary prospectus supplement and accompanying prospectus
related to the public offering filed with the SEC. Although
TCR2's forward-looking statements reflect the good faith judgment
of its management, these statements are based only on facts and
factors currently known by TCR2. As a result, you are cautioned not
to rely on these forward-looking statements. Any forward-looking
statement made in this press release speaks only as of the date on
which it is made. TCR2 undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.
Investor and Media Contact:
Carl MauchDirector, Investor Relations and
Corporate CommunicationsTCR2 Therapeutics Inc.(617)
949-5667carl.mauch@tcr2.com
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