TScan Therapeutics, Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0000950170-25-063968
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0000950170-25-106919
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 97 previous paragraphs and 110 current paragraphs.
79 unchanged; 17 reworded; 7 added; 1 removed; 0 previous and 7 current paragraphs rearranged.
Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Other income has decreased $0.8 million in the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a decrease in interest income attributable to lower cash balances available for investment.
Current report
Six months ended June 30, 2025 and 2024
Current report
Revenue
Current report
Research and Development Expenses
Current report
General and Administrative Expenses
Current report
Other (Expense) Income
Current report
Other income has increased $0.1 million in the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a decrease in interest expense attributable to refinancing of debt.
Removed paragraphs (1)
Previous report
Other income has increased $0.9 million primarily due to an increase in interest income attributable to higher cash balances available for investment.
Reworded paragraphs (17)
Previous wording
We are a clinical-stage biotechnology company focused on developing a robust pipeline of T cell receptor (TCR)-engineered T cell, or TCR-T, therapies for the treatment of patients with cancer. Our approach is based on the central premise that we can learn from patients who are winning their fight against cancer to treat those who are not. Over the past several years, we have built our ImmunoBank, a repository of therapeutic TCRs that recognize diverse targets and are associated with multiple human leukocyte antigen (HLA) types. We then use these TCRs to manufacture enhanced TCR-T therapy product candidates to treat a broad population of patients with both hematologic (heme) and solid tumor malignancies. Every TCR in our ImmunoBank has come from our proprietary platform technologies, and we are continuing to expand our ImmunoBank.
Current wording
We are a clinical-stage biotechnology company focused on developing a robust pipeline of T cell receptor (TCR)-engineered T cell, or TCR-T, therapies for the treatment of patients with cancer. Our approach is based on the central premise that we can learn from patients who are winning their fight against cancer to treat those who are not. Over the past several years, we have built our ImmunoBank, a repository of therapeutic TCRs that recognize diverse targets and are associated with multiple human leukocyte antigen (HLA) types. We then use these TCRs to manufacture enhanced TCR-Ts to treat a broad population of patients with both hematologic (heme) and solid tumor malignancies. Every TCR in our ImmunoBank has come from our proprietary platform technologies, and we are continuing to expand our ImmunoBank.
Previous wording
We are advancing a robust pipeline of TCR-T therapy product candidates for the treatment of patients with heme malignancies and solid tumors. Our lead product candidates, TSC-100 and TSC-101, are in development for the treatment of patients with acute myeloid leukemia (AML), myelodysplastic syndrome (MDS), and acute lymphoblastic leukemia (ALL), who are undergoing allogeneic hematopoietic cell transplantation (HCT). The products are designed to eliminate residual disease and promote complete donor chimerism, thereby preventing relapse. TSC-100 and TSC-101 target the antigens HA-1 and HA-2, respectively, which are well-recognized TCR targets that were first identified in patients with exceptional responses to HCT-associated immunotherapy. We are currently conducting a multi-arm Phase 1 umbrella clinical study of TSC-100 and TSC-101, the ALLOHA™ Phase 1 heme trial.
Current wording
We are advancing a robust pipeline of TCR-T therapy product candidates for the treatment of patients with heme malignancies and solid tumors. Our lead product candidate, TSC-101, is in development for the treatment of patients with acute myeloid leukemia (AML), myelodysplastic syndrome (MDS), and acute lymphoblastic leukemia (ALL), who are undergoing allogeneic hematopoietic cell transplantation (HCT). TSC-101 is designed to eliminate residual disease and promote complete donor chimerism, thereby preventing relapse. TSC-101 targets HA-2, which is a minor histocompatibility antigen that is present on all blood cells, malignant or benign. We are currently conducting a Phase 1 clinical study of TSC-101, the ALLOHA™ Phase 1 heme trial (NCT05473910).
Previous wording
In addition, we are developing multiple TCR-T therapy product candidates for the treatment of solid tumors. One of the challenges of treating solid tumors is that they are heterogeneous – not every tumor cell expresses a given target and some tumor cells lose half their HLA genes. To address this challenge, we are developing what we refer to as multiplex TCR-T therapy, or T-Plex, in which we treat a patient with more than one TCR-T therapy product candidate at a time. We are designing these multiplex therapies to be a simultaneous administration of up to three highly active TCR-T therapy product candidates, selected from our ImmunoBank, that are customized for each patient based on which targets are expressed in their tumors and which HLA genes are still intact. We continue to prioritize expanding the ImmunoBank with TCRs for additional targets and multiple HLA types for each target. We have now advanced seven TCR-T therapy product candidates into Phase 1 development for solid tumors: TSC-203-A0201 (PRAME, HLA-A02:01); TSC-200-A0201 (HPV16, HLA-A02:01); TSC-201-B0702 (MAGE-C2, HLA-B07:02); TSC-202-A0201 (MAGE-A4, HLA-A02:01); TSC-204-A0201 (MAGE-A1, HLA-A02:01); TSC-204-C0702 (MAGE-A1, HLA-C07:02); and TSC-204-A0101 (MAGE-A1, HLA-A*01:01). In addition to clearing these seven solid-tumor investigational new drug (IND) applications, the U.S. Food and Drug Administration (FDA) has cleared our IND application for T-Plex, enabling us to treat patients with multiplex TCR-T therapy. We plan to further expand the ImmunoBank by filing IND applications for additional TCR-T therapy product candidates. We are currently conducting a Phase 1 solid tumor clinical trial, the PLEXI-T™ trial.
Current wording
In addition, we are developing multiple TCR-T therapy product candidates for the treatment of solid tumors. One of the challenges of treating solid tumors is that they are heterogeneous – not every tumor cell expresses a given target and some tumor cells lose half their HLA genes. To address this challenge, we are developing what we refer to as multiplex TCR-T, or T-Plex, in which we treat a patient with more than one TCR-T therapy product candidate at a time. We are designing these multiplex treatments to be a simultaneous administration of up to three highly active TCR-Ts, selected from our ImmunoBank, that are customized for each patient based on which targets are expressed in their tumors and which HLA genes are still intact. We continue to prioritize expanding the ImmunoBank with TCRs for additional targets and multiple HLA types for each target. We have now advanced seven TCR-T therapy product candidates into Phase 1 development for solid tumors: TSC-203-A0201 (PRAME, HLA-A02:01); TSC-200-A0201 (HPV16, HLA-A02:01); TSC-201-B0702 (MAGE-C2, HLA-B07:02); TSC-202-A0201 (MAGE-A4, HLA-A02:01); TSC-204-A0201 (MAGE-A1, HLA-A02:01); TSC-204-C0702 (MAGE-A1, HLA-C07:02); and TSC-204-A0101 (MAGE-A1, HLA-A*01:01). In addition to clearing these seven solid-tumor investigational new drug (IND) applications, the U.S. Food and Drug Administration (FDA) has cleared our IND application for T-Plex, enabling us to treat patients with multiplex TCR-T. We plan to further expand the ImmunoBank by filing IND applications for additional TCR-T therapy product candidates. We are currently conducting a Phase 1 solid tumor clinical trial, the PLEXI-T™ trial (NCT05973487).
Previous wording
We have incurred significant operating losses since our inception. We reported net losses of $34.1 million and $30.1 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $409.2 million. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We expect that our expenses and capital expenditure requirements will increase substantially in connection with our ongoing activities, particularly if and as we:
Current wording
We have incurred significant operating losses since our inception. We reported net losses of $71.1 million and $61.8 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $446.2 million. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We expect that our expenses and capital expenditure requirements will increase substantially in connection with our ongoing activities, particularly if and as we:
Previous wording
Because of the numerous risks and uncertainties associated with TCR-T therapy candidate development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Even if we are able to generate sales of our therapies, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.
Current wording
Because of the numerous risks and uncertainties associated with TCR-T therapy product candidate development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Even if we are able to generate sales of our therapies, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.
Previous wording
Revenue for the first quarter of 2025 was $2.2 million, compared to $0.6 million for the first quarter of 2024. The increase was primarily due to the timing of research activities performed pursuant to our collaboration agreement with Amgen which commenced in May 2023.
Current wording
Revenue for the second quarter of 2025 was $3.1 million, compared to $0.5 million for the second quarter of 2024. The increase was primarily due to the timing of research activities performed pursuant to our collaboration agreement with Amgen which commenced in May 2023.
Previous wording
Research and development expenses increased $4.9 million and was primarily attributable to a $2.2 million increase in laboratory supplies, research materials and studies driven by start-up activities with a global contract development and manufacturing organization (CDMO). There was also a $1.6 million increase in facility-related expenses due to commencement of rent payments for the 830 Winter Street expansion space in December 2024, a $1.1 million increase in personnel expenses due to additional headcount, a $0.6 million decrease in depreciation expense, and a $0.1 million decrease in clinical expense. Research and development expenses included non-cash stock compensation expense of $1.7 million and $1.1 million for the first quarter of 2025 and 2024, respectively.
Current wording
Research and development expenses increased $5.8 million and was primarily attributable to a $3.8 million increase in laboratory supplies, research materials and studies driven by ongoing activities with a global contract development and manufacturing organization (CDMO). There was also a $1.7 million increase in facility-related expenses due to commencement of rent payments for the 830 Winter Street expansion space in December 2024, a $1.6 million increase in personnel expenses due to additional headcount, a $1.4 million decrease in clinical expenses due to timing of ongoing trial activities, and a $0.4 million decrease in depreciation expense. Research and development expenses included non-cash stock compensation expense of $1.7 million and $1.2 million for the second quarter of 2025 and 2024, respectively.
Previous wording
General and administrative expenses increased by $1.6 million and was primarily attributable to a $0.4 million increase in personnel expenses due to additional headcount. There was also a $0.3 million increase in legal and professional fees and a $0.2 million increase in facility-related and other expenses. General and administrative expenses included non-cash stock compensation expense of $1.7 million and $0.9 million for the first quarter of 2025 and 2024, respectively.
Current wording
General and administrative expenses increased by $2.9 million and was primarily attributable to a $1.1 million increase in personnel expenses due to additional headcount. There was also a $0.3 million increase in facility-related and other expenses and a $0.3 million increase in legal and professional fees. General and administrative expenses included non-cash stock compensation expense of $3.3 million and $2.0 million for the six months ended June 30, 2025 and 2024, respectively.
Previous wording
On June 1, 2023, we completed an underwritten public offering of (a) 23,287,134 shares of the Company's Voting Common Stock, inclusive of the underwriters’ 30-day option to purchase 297,660 additional shares of Voting Common Stock, at a price of $2.00 per share, and (b) the 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 Company received aggregate net proceeds from the offering of $134.7 million after deducting underwriting discounts, commissions and other offering expenses.
Current wording
On June 1, 2023, we completed an underwritten public offering of (a) 23,287,134 shares of the Company's Voting Common Stock, inclusive of the underwriters’ 30-day option to purchase 297,660 additional shares of Voting Common Stock, at a price of $2.00 per share, and (b) the Pre-Funded Warrants to purchase up to 47,010,526 shares of the Voting Common Stock with an exercise price of
Previous wording
On April 24, 2024, we completed an underwritten public offering resulting in the issuance and sale of (a) 4,958,068 shares of Voting Common Stock, including the partial exercise of the underwriters’ option to purchase 2,485,487 additional shares of Voting Common Stock, at the closing market price on April 16, 2024, of $7.13 per share, and (b) Pre-Funded Warrants to purchase up to 18,577,419 shares of the Voting Common Stock, at a price of $7.1299 per warrant with an exercise price of $0.0001 per share. We received aggregate net proceeds of approximately $161.4 million after deducting underwriting discounts, commissions and other estimated offering expenses.
Current wording
On April 24, 2024, we completed an underwritten public offering resulting in the issuance and sale of (a) 4,958,068 shares of Voting Common Stock, including the partial exercise of the underwriters’ option to purchase 2,485,487 additional shares of Voting Common Stock, at the closing market price on April 16, 2024, of $7.13 per share, and (b) Pre-Funded Warrants to purchase up to 18,577,419 shares of the Voting Common Stock with an exercise price of $0.0001 per share. The Pre-Funded Warrants were issued at a purchase price of $7.1299 per warrant, resulting in aggregate net proceeds of approximately $161.4 million after deducting underwriting discounts, commissions and other estimated offering expenses.
Previous wording
As of March 31, 2025, we had cash, cash equivalents and marketable securities of $251.7 million, excluding restricted cash of $5.0 million.
Current wording
As of June 30, 2025, we had cash, cash equivalents and marketable securities of $218.0 million, excluding restricted cash of $5.0 million.
Previous wording
During the three months ended March 31, 2025, net cash used in operating activities of $37.6 million was primarily driven by our net loss of $34.1 million, partially offset by non-cash charges of $2.9 million related to depreciation expense, accretion of marketable securities, stock-based compensation, and non-cash interest expense related to note payable. During the three months ended March 31, 2025, working capital changes resulted in a use of $6.4 million. The change in working capital was primarily driven by changes in accrued expenses related to research and development activities.
Current wording
During the six months ended June 30, 2025, net cash used in operating activities of $70.9 million was primarily driven by our net loss of $71.1 million, partially offset by non-cash charges of $6.2 million related to depreciation expense, accretion of marketable securities, stock-based compensation, and non-cash interest expense related to note payable. During the six months ended June 30, 2025, working capital changes resulted in a use of $6.0 million. The change in working capital was primarily driven by revenue recognition related to the Amgen Agreement and changes in accrued expenses related to research and development activities.
Previous wording
During the three months ended March 31, 2024, net cash used in operating activities of $29.3 million was primarily driven by our net loss of $30.1 million, partially offset by non-cash charges of $3.0 million related to depreciation expense, accretion of marketable securities, stock-based compensation, and non-cash interest expense related to note payable. During the three months ended March 31, 2024, working capital changes resulted in a use of $2.1 million. The change in working capital was primarily driven by changes in accrued expenses related to research and development activities.
Current wording
During the six months ended June 30, 2024, net cash used in operating activities of $55.5 million was primarily driven by our net loss of $61.8 million, partially offset by non-cash charges of $6.2 million related to depreciation expense, accretion of marketable securities, stock-based compensation, and non-cash interest expense related to note payable. During the six months ended June 30, 2024, working capital changes resulted in a source of $0.1 million.
Previous wording
During the three months ended March 31, 2025, net cash provided by investing activities was $13.5 million, primarily related to the purchases and maturities of marketable securities, and the purchases of property and equipment.
Current wording
During the six months ended June 30, 2025, net cash provided by investing activities was $62.0 million, primarily related to the purchases and maturities of marketable securities, and the purchases of property and equipment.
Previous wording
During the three months ended March 31, 2024, net cash provided by investing activities was $36.2 million, primarily related to the purchases and maturities of marketable securities, and the purchases of property and equipment.
Current wording
During the six months ended June 30, 2024, net cash provided by investing activities was $2.4 million, primarily related to the purchases and maturities of marketable securities, and the purchases of property and equipment.
Previous wording
During the three months ended March 31, 2025, net cash used in financing activities was $0.5 million, consisting of cash paid for debt issuance and financing costs previously accrued.
Current wording
During the six months ended June 30, 2025, net cash used in financing activities was $0.4 million, consisting of cash paid for debt issuance and financing costs previously accrued, offset by proceeds from the issuance of common stock under the employee stock purchase plan.
Previous wording
During the three months ended March 31, 2024, net cash provided by financing activities was $0.3 million, consisting of proceeds from the exercise of stock options.
Current wording
During the six months ended June 30, 2024, net cash provided by financing activities was $161.8 million, consisting of net proceeds of $161.4 million from our follow-on public offering in April 2024 and $0.4 million of proceeds from the exercise of stock options.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
General and administrative expenses increased by $1.3 million and was primarily attributable to a $0.7 million increase in personnel expenses due to additional headcount. There was also a $0.1 million increase in facility-related and other expenses. General and administrative expenses included non-cash stock compensation expense of $1.6 million and $1.1 million for the second quarter of 2025 and 2024, respectively.
Current report — wording carried from elsewhere
The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024 (in thousands):
Current report — wording carried from elsewhere
Revenue for the six months ended June 30, 2025 and 2024 was $5.2 million and $1.1 million, respectively. The increase was primarily due to the timing of research activities performed pursuant to our collaboration agreement with Amgen which commenced in May 2023.
Current report — wording carried from elsewhere
The following table summarizes our research and development expenses for the six months ended June 30, 2025 and 2024 (in thousands):
Current report — wording carried from elsewhere
Research and development expenses increased $10.7 million and was primarily attributable to a $6.0 million increase in laboratory supplies, research materials and studies driven by ongoing activities with a global contract development and manufacturing organization (CDMO). There was also a $3.4 million increase in facility-related expenses due to commencement of rent payments for the 830 Winter Street expansion space in December 2024, a $2.7 million increase in personnel expenses due to additional headcount, a $1.5 million decrease in clinical expenses due to timing of ongoing trial activities, and a $1.0 million decrease in depreciation expense. Research and development expenses included non-cash stock compensation expense of $3.4 million and $2.3 million for the six months ended June 30, 2025 and 2024, respectively.
Current report — wording carried from elsewhere
The following table summarizes our general and administrative expenses for the six months ended June 30, 2025 and 2024 (in thousands):
Current report — wording carried from elsewhere
$0.0001 per share. The Pre-Funded Warrants were issued at a purchase price of $1.9999 per warrant, resulting in aggregate net proceeds from the offering of $134.7 million after deducting underwriting discounts, commissions and other offering expenses.