| Item 1.01. | Entry into a Material Definitive Agreement |
On May 25, 2023, TScan Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Wedbush Securities Inc., as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of (a) 22,989,474 shares (the “Firm Shares”) of its voting common stock, par value $0.0001 per share (the “Voting Common Stock”), at a price to the public of $2.00 per share, and (b) pre-funded warrants to purchase up to 47,010,526 shares of the Company’s Voting Common Stock (the “Pre-Funded Warrants”), at a price to the public of $1.9999 per warrant with an exercise price of $0.0001 per share (the “Offering”). Pursuant to the Underwriting Agreement, the Underwriters subsequently exercised their option thereunder to purchase an additional 297,660 shares of Voting Common Stock (the “Optional Shares,” and together with the Firm Shares, the “Shares”). The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-268260) that was filed by TScan with the Securities and Exchange Commission (“SEC”) on November 9, 2022, and declared effective by the SEC on May 16, 2023, and a related prospectus supplement.
The Company estimates that the net proceeds of this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $134.7 million, and the Company does not expect any additional exercise of the option to purchase additional shares by the Underwriters. The Company will receive nominal proceeds, if any, from the exercise of the pre-funded warrants. The Company intends to use the net proceeds from the Offering for general corporate purposes. The Company expects the Offering to close on May 31, 2023 for the voting common stock, and June 1, 2023 for the pre-funded warrants; in each case, settlement is subject to the satisfaction of customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The form of Pre-Funded Warrant to Purchase Common Stock is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. A copy of the opinion of Goodwin Procter LLP, relating to the validity of the Shares and the Pre-Funded Warrants in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On May 25, 2023, and May 26, 2023, the Company issued press releases announcing the launch and the pricing of the Offering, respectively. Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
