UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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(I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously reported, TScan Therapeutics, Inc. (the “Company”) entered into a Loan and Security Agreement dated as of September 9, 2022, with the lenders party thereto, K2 HealthVentures LLC, as administrative agent for the lenders, and Ankura Trust Company, LLC, as collateral agent for the lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). On September 9, 2022, the lender extended an initial convertible term loan of $30 million to the Company in accordance with the Loan Agreement.
On November 15, 2024, the Company received a conversion notice from the lender pursuant to which the lender elected to convert $15 million of principal amount of the loan into voting common stock of the Company, at a conversion price of $4.785, in accordance with the Loan Agreement.
On November 20, 2024, the Company issued 3,134,796 shares of voting common stock, $0.0001 par value (the “Conversion Shares”), to the lender.
The Conversion Shares were issued in reliance on the registration exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TScan Therapeutics, Inc. | |||
Date: November 21, 2024 |
By: | /s/ Jason Amello | |
| Name: | Jason Amello |
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| Title: | Chief Financial Officer |
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