TScan Therapeutics Announces Closing of Upsized Public Offering
April 19 2024 - 10:05AM
TScan Therapeutics, Inc. (Nasdaq: TCRX), a clinical-stage
biopharmaceutical company focused on the development of T cell
receptor (TCR)-engineered T cell therapies (TCR-T) for the
treatment of patients with cancer, today announced the closing of
an underwritten public offering of 2,472,581 shares of its voting
common stock at a public offering price of $7.1300 per share, which
was equal to the closing price of its voting common stock on the
Nasdaq Global Market on April 16, 2024, and pre-funded warrants to
purchase up to an aggregate of 18,577,419 shares of its voting
common stock at a price to the public of $7.1299 per pre-funded
warrant to purchase one share of the voting common stock, which
represents the per share public offering price for the voting
common stock less the $0.0001 per share exercise price for each
such pre-funded warrant. In addition, TScan has granted the
underwriters a 30-day option to purchase up to an additional
3,157,500 shares of its voting common stock at the public offering
price, less underwriting discounts and commissions. The gross
proceeds to TScan from this offering were approximately $150.1
million, prior to any exercise of the underwriters’ option to
purchase additional shares of voting common stock and before
deducting underwriting discounts and commissions and other
estimated offering expenses payable by TScan.
Morgan Stanley and TD Cowen acted as joint
book-running managers for the offering. LifeSci Capital acted as
lead manager, and BTIG, H.C. Wainwright & Co. and Needham
& Company acted as co-managers for the offering.
The Company intends to use the net proceeds from
the offering for general corporate purposes. Following this
offering, and excluding any additional proceeds from the
underwriters’ exercise of their over-allotment option, the Company
expects its cash, cash equivalents and marketable securities will
fund its current operating plan into the fourth quarter of
2026.
A registration statement on Form S-3 (File No.
333-277699) relating to these securities was filed with the
Securities and Exchange Commission (the SEC) on March 6, 2024, and
was declared effective by the SEC on April 12, 2024. The offering
was made only by means of a preliminary prospectus supplement and
accompanying filed with the SEC. A final prospectus supplement and
accompanying prospectus relating to the offering has been filed
with the SEC. These documents are available for free on the SEC’s
website at http://www.sec.gov. Copies of the final prospectus
supplement and the accompanying prospectus relating to the offering
may be obtained from: Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014, telephone: (866) 718-1649 or by emailing
prospectus@morganstanley.com, or TD Securities (USA) LLC, 1
Vanderbilt Avenue, New York, NY 10017, by telephone at (855)
495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any 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 TScan Therapeutics,
Inc.
TScan is a clinical-stage biopharmaceutical
company focused on the development of T cell receptor
(TCR)-engineered T cell therapies (TCR-T) for the treatment of
patients with cancer. The Company’s lead TCR-T candidates, TSC-100
and TSC-101, are in development for the treatment of patients with
hematologic malignancies to prevent relapse following allogeneic
hematopoietic cell transplantation. The Company is also developing
multiplexed TCR-T candidates for the treatment of various solid
tumors. The Company has developed and continues to expand its
ImmunoBank, the Company’s repository of therapeutic TCRs that
recognize diverse targets and are associated with multiple HLA
types, to provide customized multiplex therapeutic TCR-Ts for
patients with a variety of cancers.
Forward-Looking Statements
This release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including, but not limited to, statements related to
TScan’s use of proceeds. These and other risks are discussed in
TScan’s filings with the SEC, including, without limitation, its
most recent Annual Report on Form 10-K, and its periodic reports on
Form 8-K, as well as the risks identified in the registration
statement and the preliminary prospectus supplement relating to the
offering. TScan intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act of 1995.
In some cases, you can identify forward-looking statements by terms
such as, but not limited to, “may,” “might,” “advance,” “will,”
“objective,” “intend,” “should,” “could,” “can,” “would,” “expect,”
“believe,” “anticipate,” “project,” “target,” “design,” “estimate,”
“predict,” “potential,” “plan,” “on track,” or similar expressions
or the negative of those terms. Such forward-looking statements are
based upon current expectations that involve risks, changes in
circumstances, assumptions, and uncertainties. Any forward-looking
statements contained in this release represent TScan’s views only
as of the date hereof and should not be relied upon as representing
its views as of any subsequent date. Except as required by law,
TScan explicitly disclaims any obligation to update any
forward-looking statements.
Contacts
Heather SavelleTScan Therapeutics, Inc.VP,
Investor Relations857-399-9840hsavelle@tscan.com
Maghan MeyersArgot
Partners212-600-1902TScan@argotpartners.com
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