On May 16, 2023, TScan Therapeutics, Inc. (“TScan” or the “Company”) entered into a sales agreement (the “Sales Agreement”) with Wedbush Securities Inc. (“Wedbush”) to issue and sell shares (the “Placement Shares”) of the Company’s voting common stock, par value $0.0001 per share, (the “Common Stock”) from time to time during the term of the Sales Agreement, through an “at-the-market” equity offering program as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), under which Wedbush will act as the Company’s sales agent and/or principal. The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268260) filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2022, as declared effective by the SEC on May 16, 2023 and a prospectus supplement relating to the Placement Shares that was filed with the SEC on May 16, 2023.
Under the Sales Agreement, the Company will set the parameters for the sale of the Placement Shares, including the number of Placement Shares to be issued, the time period during which sales are requested to be made, limitation on the number of Placement Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Wedbush will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Global Market LLC, to sell Placement Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Subject to the terms and conditions of the Sales Agreement, Wedbush may sell Placement Shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including block trades and sales made in ordinary brokers’ transactions on The Nasdaq Global Market LLC or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Company will pay Wedbush a commission of up to 2.0% of the aggregate gross proceeds from each sale of any Placement Shares and provide Wedbush with customary indemnification and contribution rights. The Company is not obligated to make any sales of Common Stock under the Sales Agreement. The Company or Wedbush may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions as set forth in the Sales Agreement. Under the terms of the Sales Agreement, the Company may also sell Placement Shares to Wedbush acting as principal for Wedbush’s own account at prices agreed upon at the time of sale.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Goodwin Procter LLP relating to the Placement Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
