0000950170-23-040961 | 10-Q | XBRL Viewer

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Net Loss Per Share - Summary of Potential Common Shares Excluded from Computation of Diluted Net Loss per Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	16,548,253	4,193,025
Common stock issuable upon conversion of Loan Agreement
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	4,829,957
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	11,718,296	4,193,025

Loan and Security Agreement

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Loan and Security Agreement

. Loan and Security Agreement

On September 9, 2022 (the Closing Date), the Company entered into a Loan and Security Agreement (the Loan Agreement) with K2 HealthVentures LLC (K2HV), pursuant to which convertible term loans in an aggregate principal amount of up to $60 million is available to the Company in three tranches, subject to certain terms and conditions. The Company drew the first tranche of $30 million from K2HV on the Closing Date. The Company has the option to draw the second tranche of $10 million upon the achievement of certain financial and clinical milestones and an uncommitted third tranche of $20 million may be funded by joint agreement of the Company and K2HV. On the Closing Date, the Company paid a facility fee of $0.4 million to K2HV and is subject to an additional 1% of the principal amount of any amount drawn on third tranche.

The term loans mature on September 1, 2026 (the Maturity Date), and will be subject to interest only payments for 24 months, which can be extended to 36 months upon achievement of certain financial and clinical milestones, following which the term loans will amortize in equal monthly installments until maturity. The Company has the ability to repay the loan at any time either in cash or in shares, subject to applicable premiums as specified in the Loan Agreement. The term loans will accrue interest at a per annum rate equal to the greater of (i) 8.75% and (ii) the sum of (A) the prime rate (as last quoted in The Wall Street Journal) and (B) 4.75%, subject to a cap of 9.90%. At September 30, 2022 the applicable interest rate is 9.90%.

The lenders may elect at any time following the closing prior to the payment in full of the term loans to convert any portion of the principal amount of the term loans then outstanding into shares of the Company's common stock. The first tranche of the loan is convertible at the option of K2HV at a conversion price of $4.785 per share and future tranches will be convertible as specified in the agreement, provided that, such price shall be subject to the applicable conversion price floor and other adjustments in accordance with the Loan Agreement. The embedded conversion option meets the derivative accounting scope exception since the embedded conversion option is indexed to the Company’s own common stock and qualifies for classification within stockholders’ equity.

The Company has the option to prepay all, but not less than all, of the outstanding principal balance of the term loans under the Loan Agreement subject to a prepayment fee ranging from 4% to 1% depending upon when the prepayment occurs. The Company is obligated to pay a final fee equal to 6.00% of the aggregate amount of the term loans funded (the Exit Fee), to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans. If, upon equity conversion, K2HV receives gross proceeds in an amount equal to at least 1.5 multiplied by the principal amount converted from the sale or other disposition of such Conversion Shares (as defined in the Loan Agreement), then as to such principal amount, the Exit Fee will be reduced to zero.

The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets (other than intellectual property), subject to certain exceptions. The Loan Agreement contains customary representations and warranties, and also includes customary events of default, including payment default, breach of covenants, change of control, and material adverse effects. The Loan Agreement restricts certain activities, such as disposing of the Company’s business or certain assets, incurring additional debt or liens or making payments on other debt, making certain investments and declaring dividends, acquiring or merging with another entity, engaging in transactions with affiliates or encumbering intellectual property, among others. During the term of the Loan Agreement, the Company must maintain minimum unrestricted cash and cash equivalents equal to 5.0 times the average monthly cash burn measured over the trailing three-month period. Upon the occurrence of an event of default, a default interest rate of

an additional 5% per annum may be applied to the outstanding loan balances, and K2HV may declare all outstanding obligations immediately due and payable and exercise all of its rights and remedies as set forth in the Loan Agreement and under applicable law.

Future principal debt payments of the convertible term loans funded as of June 30, 2023 are as follows:


2024	$	3,427
2025		14,588
2026		11,985
Total principal payments		30,000
Plus: Final payment fee		1,800
Less: unamortized debt discount and final fee		(2,078	)
Long-term debt	$	29,722

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Nature of Business and Basis of Presentation	6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Basis of Presentation	1. Nature of Business and Basis of Presentation Nature of Business TScan Therapeutics, Inc. and its wholly-owned subsidiary, TScan Securities Corporation (the Company), is a biotechnology company that was incorporated in Delaware on April 17, 2018 and has a principal place of business in Waltham, Massachusetts. The Company is a biopharmaceutical company focused on developing a pipeline of T cell receptor-engineered T cell (TCR-T) therapies for the treatment of patients with cancer. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP) and applicable rules and regulations of the Securities and Exchange Commission (the SEC) regarding interim financial reporting, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. Management believes that the interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of its operations and cash flows. The condensed consolidated financial statements include the accounts of TScan Therapeutics, Inc. and its subsidiary, TScan Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 8, 2023. In the opinion of the Company’s management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. Risks, Uncertainties and Going Concern The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, successful development of technology, obtaining additional funding, protection of proprietary technology, compliance with government regulations, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for its product candidates and the ability to successfully market any products that receive approval, fluctuations in operating results, economic pressure impacting therapeutic pricing, dependence on key personnel, risks associated with changes in technologies, development by competitors of technological innovations and the ability to scale manufacturing to large scale production. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from sales. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has primarily funded its operations with proceeds from sales of capital stock, payments received under its license and collaboration agreements and issuance of a debt facility to K2 HealthVentures LLC. Since its inception, the Company has incurred recurring losses, including net losses of $46.6 million and $31.3 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had an accumulated deficit of $205.0 million. The Company expects to continue to generate operating losses in the foreseeable future. The Company expects that its cash and cash equivalents as of June 30, 2023 will be sufficient to fund the Company’s operations for at least the next twelve months from the date of the issuance of these financial statements. Emerging Growth Company Status The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act) and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.

Nature of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business and Basis of Presentation

1. Nature of Business and Basis of Presentation

Nature of Business

TScan Therapeutics, Inc. and its wholly-owned subsidiary, TScan Securities Corporation (the Company), is a biotechnology company that was incorporated in Delaware on April 17, 2018 and has a principal place of business in Waltham, Massachusetts. The Company is a biopharmaceutical company focused on developing a pipeline of T cell receptor-engineered T cell (TCR-T) therapies for the treatment of patients with cancer.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP) and applicable rules and regulations of the Securities and Exchange Commission (the SEC) regarding interim financial reporting, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. Management believes that the interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of its operations and cash flows. The condensed consolidated financial statements include the accounts of TScan Therapeutics, Inc. and its subsidiary, TScan Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 8, 2023. In the opinion of the Company’s management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included.

Risks, Uncertainties and Going Concern

The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, successful development of technology, obtaining additional funding, protection of proprietary technology, compliance with government regulations, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for its product candidates and the ability to successfully market any products that receive approval, fluctuations in operating results, economic pressure impacting therapeutic pricing, dependence on key personnel, risks associated with changes in technologies, development by competitors of technological innovations and the ability to scale manufacturing to large scale production. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from sales.

The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has primarily funded its operations with proceeds from sales of capital stock, payments received under its license and collaboration agreements and issuance of a debt facility to K2 HealthVentures LLC. Since its inception, the Company has incurred recurring losses, including net losses of $46.6 million and $31.3 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had an accumulated deficit of $205.0 million. The Company expects to continue to generate operating losses in the foreseeable future. The Company expects that its cash and cash equivalents as of June 30, 2023 will be sufficient to fund the Company’s operations for at least the next twelve months from the date of the issuance of these financial statements.

Emerging Growth Company Status

The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act) and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth

company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.

Subsequent Events - Additional Information (Details) - Amgen Agreement - Amgen Inc. - USD ($) $ in Millions		1 Months Ended
	May 08, 2023	Jul. 31, 2023
Subsequent Event [Line Items]
License agreement date	May 08, 2023
Subsequent Event
Subsequent Event [Line Items]
Upfront payment received		$ 30.0

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets Carried at Fair Value on a Hierarchy Basis

The following tables set forth by level, within the fair value hierarchy, the assets carried at fair value (in thousands):


	Fair value measurements at June 30, 2023 using
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Government securities	$	180,095	$	-	$	-	$	180,095
Money market funds		1,556				-		1,556
Total financial assets	$	181,651	$	-	$	-	$	181,651


	Fair value measurements at December 31, 2022 using
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Money market funds	$	116,946	$	-	$	-	$	116,946
Total financial assets	$	116,946	$	-	$	-	$	116,946

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair value, assets, level 1 to level 2 transfers	$ 0	$ 0
Fair value, assets, level 2 to level 1 transfers	0	0
Fair value, assets, transfers into level 3	0	0
Fair value, assets, transfers out of level 3	$ 0	$ 0

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

5. Stockholders' Equity

ATM Program

On May 16, 2023 the Company entered into a sales agreement (the Sales Agreement) with Wedbush Securities, Inc. (Wedbush), as sales agent, pursuant to which the Company could offer, issue and sell up to an aggregate amount of $75.0 million of shares of the Company's voting common stock, par value $0.0001 per share (Voting Common Stock), from time to time in “at-the-market” (ATM) offerings during the term of the Sales Agreement under a registration statement on Form S-3 (File No. 333-268260) filed with the SEC, which was declared effective on May 16, 2023. No common stock has been sold under this Sales Agreement to date.

Equity Offering

On June 1, 2023, the Company completed an underwritten public offering of (a) 23,287,134 shares of the Company's Voting Common Stock , at a price of $2.00 per share, and (b) pre-funded warrants to purchase up to 47,010,526 shares of the Voting Common Stock, at a price of $1.9999 per warrant with an exercise price of $0.0001 per share (the Pre-Funded Warrants). The Company received aggregate net proceeds of approximately $134.7 million after deducting underwriting discounts, commissions and other offering expenses, with $42.4 million allocated to common stock and $92.3 million allocated to pre-funded warrants.

The Pre-Funded Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.0001 per share, may be exercised at any time, and do not expire. The Pre-Funded Warrants were determined to be equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In addition, the Pre-Funded Warrants do not provide any guarantee of value or return. As such, proceeds received from the issuance from the Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital. As of June 30, 2023, no Pre-Funded Warrants have been exercised.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
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+ Details

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2023		2022
Accrued research and development	$	3,090	$	1,322
Accrued employee compensation and benefits		3,227		4,357
Accrued consulting and professional services		713		636
Accrued legal services and license fee		847		92
Other		427		431
Total accrued expenses and other current liabilities	$	8,304	$	6,838

Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (24,045)	$ (15,097)	$ (46,608)	$ (31,253)
Weighted-average common shares outstanding, basic	47,208,664	24,063,677	35,717,309	24,019,406
Weighted-average common shares outstanding, diluted	47,208,664	24,063,677	35,717,309	24,019,406
Net loss per share, basic	$ (0.51)	$ (0.63)	$ (1.3)	$ (1.3)
Net loss per share, diluted	$ (0.51)	$ (0.63)	$ (1.3)	$ (1.3)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements contained in the Company's 2022 Annual Report on Form 10-K, the accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies therein.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (46,608)	$ (31,253)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	2,795	2,402
Non-cash interest expense related to note payable	432
Stock-based compensation	2,367	2,008
Changes in current assets and liabilities:
Accounts receivable	(31,926)
Prepaid expenses and other assets	1,728	492
Prepaid rent		(1,388)
Right-of-use assets and lease liabilities, net	240	(60)
Accounts payable	862	1,232
Accrued expense and other liabilities	1,520	(2,187)
Deferred revenue	22,981	(4,737)
Net cash used in operating activities	(45,609)	(33,491)
Cash flows from investing activities:
Purchases of property and equipment	(1,258)	(2,424)
Net cash used in investing activities	(1,258)	(2,424)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs	42,600
Proceeds from issuance of pre-funded warrants, net of offering costs	92,394
Proceeds from exercise of stock options	682	119
Net cash provided by financing activities	135,676	119
Net increase (decrease) in cash, cash equivalents and restricted cash	88,809	(35,796)
Cash, cash equivalents, and restricted cash - beginning of period	125,064	166,436
Cash, cash equivalents, and restricted cash - end of period	213,873	130,640
Summary of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
Cash and cash equivalents	208,842	125,603
Restricted cash	5,031	5,037
Total cash, cash equivalents, and restricted cash	213,873	130,640
Supplemental disclosure of cash flow information:
Cash paid for interest	1,502
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment in accounts payable and accrued liabilities	87	$ 213
Issuance costs included in accounts payable and accrued liabilities	$ 262

Loan and Security Agreement (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Future Principal Debt Payment

Future principal debt payments of the convertible term loans funded as of June 30, 2023 are as follows:


2024	$	3,427
2025		14,588
2026		11,985
Total principal payments		30,000
Plus: Final payment fee		1,800
Less: unamortized debt discount and final fee		(2,078	)
Long-term debt	$	29,722

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued research and development	$ 3,090	$ 1,322
Accrued employee compensation and benefits	3,227	4,357
Accrued consulting and professional services	713	636
Accrued legal services and license fee	847	92
Other	427	431
Total accrued expenses and other current liabilities	$ 8,304	$ 6,838

Collaboration and License Agreements

6 Months Ended

Jun. 30, 2023

Collaboration And License Agreements [Abstract]

Collaboration and License Agreements

6. Collaboration and License Agreements

Amgen

On May 8, 2023, the Company entered into a Collaboration Agreement with Amgen Inc. (the Amgen Agreement) to identify antigens recognized by T cells in patients with Crohn’s disease in accordance with a research plan. Under the terms of the Agreement, Amgen will retain all global development and commercialization rights, as well as an option to expand the collaboration to include target discovery for ulcerative colitis, under certain pre-specified terms. The proceeds from the Amgen Agreements includes an upfront payment of $30.0 million, which was collected in July 2023. In addition, the Company is eligible to earn success-based milestone payments of over $500 million, based upon the achievement of certain clinical development and commercial milestones, as well as tiered single-digit royalty payments on net sales of products developed from the collaboration, subject to reductions set forth in the Amgen Agreement.

The Company concluded that Amgen meets the definition of a customer, as the Company is delivering research and development activities and a license of intellectual property. The Company identified performance obligations for research and development activities, the license, data reporting and participation in joint steering and research committees, which were determined to be a single combined performance obligation due to the services and licenses being highly interrelated.

For a certain time period during the term of the Amgen Agreement, Amgen has an option to add targets to the collaboration for payments specified in the agreement. Pursuant to the Amgen Agreement, the option for Amgen to select additional targets and to license, develop, and commercialize targets is not a performance obligation at the outset as these are customer options that do not represent material rights.

The Company looked to the promises in the arrangement to determine the method of recognition that best depicted the transfer of the services and the satisfaction of the combined performance obligations. The Company concluded that the performance of the research services over the expected research term was the predominant promise within the performance obligation. The Company will recognize the revenue associated with the performance obligation using an input method. The method of measuring progress towards delivery of the services incorporates actual internal and external costs incurred, relative to total internal and external costs expected to be incurred to satisfy the performance obligation. Changes in estimates of total internal and external costs expected to be incurred are recognized in the period of change as a cumulative catch-up adjustment. As costs are incurred, the Company will recognized revenue over time. At this time, it is estimated that the research term will be approximately 3 years.

The Company determined the $30.0 million upfront payment to be the entirety of the consideration to be included in the transaction price as of the onset of the arrangement. The option to add additional targets was not included in the transaction price as they were assessed to be improbable at this time. The potential milestone and royalty payments that the Company is eligible to receive were also excluded from the transaction price, as all milestone and royalty amounts were fully constrained based on the assessed probability of achievement. The Company will continue to assess the probability of the option to add additional targets and the probability of milestone achievement throughout the research term and will adjust the consideration in the contract accordingly.

The $30.0 million up-front payment was invoiced in June 2023 and was fully collected in July 2023. For the three and six months ended June 30, 2023 the Company recognized $3.1 million of revenue associated with the Amgen Agreement. As of June 30, 2023, the Company recorded $26.9 million of deferred revenue, of which $7.6 million is classified as long-term.

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Collaboration and license revenue	$ 3,148	$ 4,056	$ 9,951	$ 7,077
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Collaboration and license revenue	Collaboration and license revenue	Collaboration and license revenue	Collaboration and license revenue
Operating expenses:
Research and development	$ 21,227	$ 14,494	$ 43,006	$ 29,184
General and administrative	6,531	4,808	14,298	9,302
Total operating expenses	27,758	19,302	57,304	38,486
Loss from operations	(24,610)	(15,246)	(47,353)	(31,409)
Other (expense) income:
Interest and other income, net	1,534	149	2,670	156
Interest expense	(969)		(1,925)
Total other income	565	149	745	156
Net loss	$ (24,045)	$ (15,097)	$ (46,608)	$ (31,253)
Net loss per share, basic	$ (0.51)	$ (0.63)	$ (1.3)	$ (1.3)
Net loss per share, diluted	$ (0.51)	$ (0.63)	$ (1.3)	$ (1.3)
Weighted average common shares outstanding-basic	47,208,664	24,063,677	35,717,309	24,019,406
Weighted average common shares outstanding-diluted	47,208,664	24,063,677	35,717,309	24,019,406

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			2 Months Ended	3 Months Ended	6 Months Ended
	Jun. 01, 2023	May 16, 2023	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Issuance of common stock, net of offering costs				$ 42,414	$ 42,414
Net proceeds from common stock and warrants after deducting underwriting discounts, commissions and other offering expenses	$ 134,700
Proceeds from issuance of pre-funded warrants, net of offering costs	92,300				92,394
Proceeds from issuance of common stock, net of offering costs	$ 42,400				$ 42,600
Voting Common Stock
Class of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Voting Common Stock \| Follow On Offering
Class of Stock [Line Items]
Number of shares issued	23,287,134
Voting Common Stock \| ATM Program \| Wedbush Securities, Inc.
Class of Stock [Line Items]
Number of shares issued			0
Issuance of common stock, net of offering costs		$ 75,000
Common stock, par value		$ 0.0001
Pre-Funded Warrants
Class of Stock [Line Items]
Number of warrants issued			47,010,526	47,010,526	47,010,526
Warrants exercised	0
Warrant exercise price	$ 0.0001
Pre-Funded Warrants \| Voting Common Stock
Class of Stock [Line Items]
Number of warrants issued	47,010,526
Common stock price per warrant	$ 1.9999
Warrant exercise price	$ 0.0001

Net Loss Per Share - Additional Information (Details)	Jun. 30, 2023 shares
Pre-Funded Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock issuable upon exercise warrants	47,010,526

Loan and Security Agreement - Additional Information (Details) - USD ($)		6 Months Ended	9 Months Ended
	Sep. 09, 2022	Jun. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Debt instrument drew		$ 30,000,000
Default interest rate	5.00%
K2 Health Ventures [Member]
Debt Instrument [Line Items]
Principal amount	$ 60,000,000
Facility fee	$ 400,000
Additional principal amount percentage	1.00%
Term loan maturity date	Sep. 01, 2026
Interest only payment term	24 months
Interest only payment extended term	36 months
Contractual interest rate	8.75%
Interest rate	9.90%		9.90%
Conversion price	$ 4.785
Final fee	6.00%
Covenant terms		During the term of the Loan Agreement, the Company must maintain minimum unrestricted cash and cash equivalents equal to 5.0 times the average monthly cash burn measured over the trailing three-month period.
K2 Health Ventures [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Prime rate	4.75%
Tranche One [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Debt instrument drew	$ 30,000,000
Tranche Two [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Debt instrument remaining borrowing capacity	10,000,000
Tranche Three [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Debt instrument remaining borrowing capacity	$ 20,000,000
Maximum [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Prepayment fee range	4.00%
Minimum [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Prepayment fee range	1.00%
Covenant Terms, Unrestricted Cash and Cash Equivalents		$ 5,000,000

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 208,842	$ 120,027
Accounts receivable	31,926
Prepaid expenses and other current assets	1,450	4,100
Total current assets	242,218	124,127
Property and equipment, net	8,206	10,100
Right-of-use assets	59,821	59,102
Restricted cash	5,031	5,037
Long-term deposit and other assets	1,647	725
Total assets	316,923	199,091
Current liabilities:
Accounts payable	3,394	2,912
Accrued expenses and other current liabilities	8,304	6,838
Operating lease liability, current portion	4,209	3,681
Deferred revenue, current portion	19,211	3,874
Total current liabilities	35,118	17,305
Deferred revenue, net of current portion	7,644
Operating lease liability, net of current portion	53,808	53,013
Long-term debt and accrued interest	29,722	29,290
Other long term liabilities	24	49
Total liabilities	126,316	99,657
Commitments and contingencies (Note 6)
Stockholders' equity:
Additional paid-in capital	395,589	257,810
Accumulated deficit	(204,987)	(158,379)
Total stockholders' equity	190,607	99,434
Total liabilities and stockholders' equity	316,923	199,091
Voting Common Stock
Stockholders' equity:
Common stock	4	2
Non-voting Common Stock
Stockholders' equity:
Common stock	$ 1	$ 1

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

. Commitments and Contingencies

Leases

The Company leases office space under non-cancelable operating lease agreements. There have been no material changes to the Company's leases during the period ended June 30, 2023.

Brigham and Women’s License Agreement

The Company obtained the worldwide exclusive license to its foundational technology from The Brigham and Women’s Hospital, Inc. (BWH). The license, as amended, grants worldwide exclusive use to the patent underlying the TargetScan technology in exchange for fees including development milestones and various royalties on product sales should they occur in the future.

Royalty Agreement

In June 2018, the Company amended and restated an existing royalty agreement with one of its founders. Under the amended and restated royalty agreement, the Company agreed to pay the founder an aggregate royalty of 1% of net sales of any product sold by the Company or by any of its direct or indirect licensees for use in the treatment of any disease or disorder covered by a pending patent application or issued patent held or controlled by the Company as of the last date that the founder was providing services to the Company as a director or consultant under a written agreement in perpetuity. Royalties are payable with respect to each applicable product for a defined period of time set forth in the royalty agreement. The founder assigned his rights and obligations under the royalty agreement to one of his affiliated entities in January 2021.

Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 01, 2023	Dec. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation			Apr. 17, 2018
Net losses	$ 24,045	$ 15,097	$ 46,608	$ 31,253
Accumulated deficit	$ 204,987		$ 204,987			$ 158,379
Initial Public Offering \| Voting Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock price per share					$ 2

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Loan and Security Agreement - Schedule of Future Principal Debt Payment (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 3,427
2025	14,588
2026	11,985
Total principal payments	30,000
Plus: Final payment fee	1,800
Less: unamortized debt discount and final fee	(2,078)
Long-Term Debt, Total	$ 29,722

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Net Loss Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

. Net Loss Per Share

Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share data):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Numerator:
Net loss	$	(24,045	)	$	(15,097	)	$	(46,608	)	$	(31,253	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		47,208,664			24,063,677			35,717,309			24,019,406
Net loss per share, basic and diluted	$	(0.51	)	$	(0.63	)	$	(1.30	)	$	(1.30	)

The 47,010,526 shares of the Company's common stock issuable upon exercise of the Pre-Funded Warrants described in Note 5 are included as outstanding common stock in the calculation of basic and diluted net loss per share.

The Company has two classes of common stock, each with identical participation rights to earnings and liquidation preferences, and therefore the calculation of net loss per share as described above is identical to the calculation under the two-class method. The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	June 30,
	2023		2022
Options to purchase common stock		11,718,296		4,193,025
Common stock issuable upon conversion of Loan Agreement		4,829,957		-
Total		16,548,253		4,193,025

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair Value Measurements

The following tables set forth by level, within the fair value hierarchy, the assets carried at fair value (in thousands):


	Fair value measurements at June 30, 2023 using
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Government securities	$	180,095	$	-	$	-	$	180,095
Money market funds		1,556				-		1,556
Total financial assets	$	181,651	$	-	$	-	$	181,651


	Fair value measurements at December 31, 2022 using
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Money market funds	$	116,946	$	-	$	-	$	116,946
Total financial assets	$	116,946	$	-	$	-	$	116,946

Money market funds and government securities are valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers among Level 1, Level 2, or Level 3 categories in the periods presented.

The carrying value of cash, accounts payable and accrued expenses that are reported on the condensed consolidated balance sheets approximate their fair value due to the short-term nature of these assets and liabilities. The Company entered into long-term debt in September 2022; given the recent issuance of that debt, the carrying value approximates fair value.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements - Schedule of Assets and Liabilities Carried at Fair Value on a Hierarchy Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets, Fair Value Disclosure [Abstract]
Total financial assets	$ 181,651	$ 116,946
Government Securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	180,095
Money Market Funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	1,556	116,946
Level 1
Assets, Fair Value Disclosure [Abstract]
Total financial assets	181,651	116,946
Level 1 \| Government Securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	180,095
Level 1 \| Money Market Funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	$ 1,556	$ 116,946

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share data):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Numerator:
Net loss	$	(24,045	)	$	(15,097	)	$	(46,608	)	$	(31,253	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		47,208,664			24,063,677			35,717,309			24,019,406
Net loss per share, basic and diluted	$	(0.51	)	$	(0.63	)	$	(1.30	)	$	(1.30	)

Summary of Potential Common Shares Excluded from Computation of Diluted Net Loss per Share

The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	June 30,
	2023		2022
Options to purchase common stock		11,718,296		4,193,025
Common stock issuable upon conversion of Loan Agreement		4,829,957		-
Total		16,548,253		4,193,025

Commitments and Contingencies - Additional Information (Details)	Jun. 30, 2018
Royalty Agreement
Commitments And Contingencies Disclosure [Line Items]
Percentage of aggregate royalty of net sales of any product sold	1.00%

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Non-voting Common Stock	Common Stock	Common Stock Non-voting Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balances at Dec. 31, 2021	$ 160,778		$ 2	$ 1	$ 252,933	$ (92,158)
Balances, shares at Dec. 31, 2021			18,764,463	5,143,134
Exercise of stock options	119				119
Exercise of stock options, shares			48,501
Vesting of restricted common stock, shares			116,870
Stock-based compensation expense	2,008				2,008
Net loss	(31,253)					(31,253)
Balances at Jun. 30, 2022	131,652		$ 2	$ 1	255,060	(123,411)
Balances, shares at Jun. 30, 2022			18,929,834	5,143,134
Balances at Mar. 31, 2022	145,694		$ 2	$ 1	254,005	(108,314)
Balances, shares at Mar. 31, 2022			18,888,085	5,143,134
Exercise of stock options	31				31
Exercise of stock options, shares			12,530
Vesting of restricted common stock, shares			29,219
Stock-based compensation expense	1,024				1,024
Net loss	(15,097)					(15,097)
Balances at Jun. 30, 2022	131,652		$ 2	$ 1	255,060	(123,411)
Balances, shares at Jun. 30, 2022			18,929,834	5,143,134
Balances at Dec. 31, 2022	99,434		$ 2	$ 1	257,810	(158,379)
Balances, shares at Dec. 31, 2022		5,143,134	19,082,820	5,143,134
Exercise of stock options	682				682
Exercise of stock options, shares			305,678
Issuance of common stock, net of offering costs	42,414		$ 2		42,412
Issuance of common stock, net of offering costs, shares			23,287,134
Issuance of pre-funded warrants, net of offering costs	92,318				92,318
Conversion of non-voting common stock to voting common stock			866,546	(866,546)
Stock-based compensation expense	2,367				2,367
Net loss	(46,608)					(46,608)
Balances at Jun. 30, 2023	190,607		$ 4	$ 1	395,589	(204,987)
Balances, shares at Jun. 30, 2023		4,276,588	43,542,178	4,276,588
Balances at Mar. 31, 2023	78,018		$ 2	$ 1	258,957	(180,942)
Balances, shares at Mar. 31, 2023			19,480,729	4,745,225
Exercise of stock options	682				682
Exercise of stock options, shares			305,678
Issuance of common stock, net of offering costs	42,414		$ 2		42,412
Issuance of common stock, net of offering costs, shares			23,287,134
Issuance of pre-funded warrants, net of offering costs	92,318				92,318
Conversion of non-voting common stock to voting common stock			468,637	(468,637)
Stock-based compensation expense	1,220				1,220
Net loss	(24,045)					(24,045)
Balances at Jun. 30, 2023	$ 190,607		$ 4	$ 1	$ 395,589	$ (204,987)
Balances, shares at Jun. 30, 2023		4,276,588	43,542,178	4,276,588

Collaboration and License Agreements - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended
	May 08, 2023	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Collaboration And License Agreements [Line Items]
Collaboration and license revenue			$ 3,148	$ 4,056	$ 9,951	$ 7,077
Long-term deferred revenue			7,644		7,644
Amgen Inc. \| Amgen Agreement
Collaboration And License Agreements [Line Items]
License agreement date	May 08, 2023
Upfront payment receivable	$ 30,000
Upfront payment	$ 500,000
Expects research term	3 years
Collaboration and license revenue			3,100		3,100
Deferred revenue			26,900		26,900
Long-term deferred revenue			$ 7,600		$ 7,600
Amgen Inc. \| Subsequent Event \| Amgen Agreement
Collaboration And License Agreements [Line Items]
Upfront payment received		$ 30,000

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 04, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Trading Symbol	TCRX
Entity Registrant Name	TSCAN THERAPEUTICS, INC.
Entity Central Index Key	0001783328
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40603
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5282075
Entity Address, Address Line One	830 Winter Street
Entity Address, State or Province	MA
Entity Address, City or Town	Waltham
Entity Address, Postal Zip Code	02451
City Area Code	857
Local Phone Number	399-9500
Title of 12(b) Security	Voting Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Voting Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		43,542,178
Non-voting Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,276,588

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Voting Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	43,542,178	19,082,820
Common stock, shares outstanding	43,542,178	19,082,820
Non-voting Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,276,588	5,143,134
Common stock, shares outstanding	4,276,588	5,143,134

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2023		2022
Accrued research and development	$	3,090	$	1,322
Accrued employee compensation and benefits		3,227		4,357
Accrued consulting and professional services		713		636
Accrued legal services and license fee		847		92
Other		427		431
Total accrued expenses and other current liabilities	$	8,304	$	6,838