Issuer Free Writing Prospectus dated July 15, 2021
Filed Pursuant to Rule 433
Relating to Preliminary Prospectus dated July 12, 2021
Registration Statement No. 333-255491
TScan Therapeutics, Inc.
This free writing prospectus relates to the initial public offering of shares of common stock of TScan Therapeutics, Inc. (the “Company”) and should be read together with the preliminary prospectus dated July 12, 2021 (the “Preliminary Prospectus”) included in Amendment No. 4 to the Registration Statement (“Amendment No. 4”) on Form S-1 (File No. 333-255491) relating to the offering of such securities. Amendment No. 4 may be accessed through the following link: https://www.sec.gov/Archives/edgar/data/0001783328/000119312521212364/d107876ds1a.htm. This free writing prospectus supplements and updates the information contained in the Preliminary Prospectus. You should read the Preliminary Prospectus carefully, including the section entitled “Risk Factors,” before deciding to invest in the Company’s common stock. Capitalized and other terms used but not defined herein have the meanings set forth in the Preliminary Prospectus.
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TScan Therapeutics, Inc.
6,666,667 Shares of Common Stock
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Issuer: | | TScan Therapeutics, Inc. |
Symbol: | | TCRX |
Base Shares Offered: | | 6,666,667 |
Over-Allotment Option Shares: | | 1,000,000 |
Initial Public Offering Price: | | $15.00 per share |
Pricing Date: | | July 15, 2021 |
Closing Date: | | July 20, 2021 |
CUSIP No: | | 89854M 101 |
Joint Book-Running Managers: | | Morgan Stanley & Co. LLC Jefferies LLC Cowen and Company, LLC Barclays Capital Inc. |
The Company has directed allocations representing an aggregate of 866,665 shares of the Company’s common stock (the “Allocated Shares”) to certain investors, including certain existing stockholders affiliated with the Company or its directors. Substantially all of the Allocated Shares will not be subject to a lock-up agreement.
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The Company has filed registration statements (including the Preliminary Prospectus) with the Securities and Exchange Commission (the “SEC”) for the initial public offering of its common stock to which this communication relates, which became effective on July 15, 2021. Before you invest, you should read the Preliminary Prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the