TScan Therapeutics, Inc.
For the period ended Sep 30, 2025. Filed Nov 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.
Sep 30, 2025 · Filed Nov 12, 2025
TCRX$0.19+3.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001193125-25-275933
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 110 previous paragraphs and 114 current paragraphs.
83 unchanged; 25 reworded; 5 added; 1 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 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 (5)
Current report
We plan to further expand our heme program with the addition of TCRs targeting other HLA types. TSC-102-A0301 and TSC-102-A0101 are allogeneic, donor derived TCR-T therapy candidates targeting epitopes derived from CD45. Like TSC-101, these candidates are designed to eliminate residual cancer cells and prevent relapse in patients undergoing HCT. TSC-102-A0301 and TSC-102-A0101 are designed for patients with HLA types A03:01 and A01:01, respectively.
Current report
While primarily focused on oncology, we believe our TargetScan technology is well suited to identify unknown targets that cause T cell-driven autoimmune disorders. We have identified a set of indications in which T cells play a key role and are currently identifying targets and developing potential treatment options for these disorders. Initial indications include ankylosing spondylitis, ulcerative colitis and scleroderma. In addition, the Company is continuing to discover targets for Crohn's disease in partnership with Amgen.
Current report
On July 4, 2025, the One Big Beautiful Bill Act was enacted (the "OBBBA"). The OBBBA includes significant changes to U.S. tax law, including changes to the IRC Section 174, mandatory research and development capitalization. The impact of the changes to the Company are being analyzed, while regulations and guidance from the Department of Treasury are forthcoming.
Current report
Nine months ended September 30, 2025 and 2024
Current report
On November 3, 2025, following our alignment with the U.S. Food and Drug Administration (FDA) on the registrational path forward for the TSC-101 program, we made the strategic decision to prioritize clinical development of our heme program and pause further enrollment in our solid tumor Phase 1 trial, while focusing our preclinical efforts on in vivo engineering for solid tumors and target discovery in autoimmunity. Pursuant to this strategy, we also implemented a workforce reduction of approximately 30%, or 66 roles.
Removed paragraphs (1)
Previous report
Six months ended June 30, 2025 and 2024
Reworded paragraphs (25)
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 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).
Current wording
Our lead product candidate, TSC-101, is in development for the treatment of patients with heme malignancies, such as acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS), 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). During the fourth quarter of 2025, following a productive End-of-Phase 1 meeting with the U.S. Food and Drug Administration (FDA), we reached agreement on a registrational path forward for the TSC-101 program as a potential treatment for AML and MDS. The pivotal study will mirror our ongoing Phase 1 study, using a biologically-assigned internal control arm to support relapse-free survival as the primary endpoint.
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, 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).
Current wording
We are also developing multiple TCR-T therapy 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 have developed what we refer to as multiplex TCR-T in which we treat a patient with more than one TCR-T therapy product candidate at a time. We designed 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. We are currently engaged in preclinical development of lentiviral-based agents that enable in vivo engineering of T cells using the TCRs in our ImmunoBank.
Previous 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:
Current wording
We have incurred significant operating losses since our inception. We reported net losses of $106.8 million and $91.7 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had an accumulated deficit of $481.9 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
We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our current operating plan into the first quarter of 2027. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. For additional information regarding our liquidity, see “Liquidity and Capital Resources” and “Risk Factors—Risks related to our financial position and need for additional capital.”
Current wording
We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our current operating plan into the second half of 2027. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. For additional information regarding our liquidity, see “Liquidity and Capital Resources” and “Risk Factors—Risks related to our financial position and need for additional capital.”
Previous 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.
Current wording
Revenue for the third quarter of 2025 was $2.5 million, compared to $1.0 million for the third 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 $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.
Current wording
Research and development expenses increased $5.4 million and was primarily attributable to a $1.9 million increase in laboratory supplies, research materials and studies driven by timing of manufacturing activities. There was also a $1.7 million increase in clinical expenses due to timing of ongoing trial activities, a $1.6 million increase in personnel expenses, and a $0.3 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 third quarter of 2025 and 2024, respectively.
Previous wording
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 wording
General and administrative expenses increased by $0.5 million and was primarily attributable to a $0.5 million increase in personnel expenses. There was also a $0.1 million increase in facility-related and other expenses and a $0.1 million decrease in legal and professional fees. General and administrative expenses included non-cash stock compensation expense of $1.3 million and $1.3 million for the third quarter of 2025 and 2024, respectively.
Previous wording
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 wording
Other income has decreased $1.4 million in the three months ended September 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.
Previous wording
The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
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 wording
Revenue for the nine months ended September 30, 2025 and 2024 was $7.8 million and $2.2 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.
Previous wording
The following table summarizes our research and development expenses for the six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our research and development expenses for the nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
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 wording
Research and development expenses increased $16.1 million and was primarily attributable to a $8.0 million increase in laboratory supplies, research materials and studies driven by timing of manufacturing activities. There was also a $4.3 million increase in personnel expenses, 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 $0.1 million increase in clinical expenses due to timing of ongoing trial activities, and a $1.2 million decrease in depreciation expense. Research and development expenses included non-cash stock compensation expense of $5.1 million and $3.5 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
The following table summarizes our general and administrative expenses for the six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our general and administrative expenses for the nine months ended September 30, 2025 and 2024 (in thousands):
Previous 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.
Current wording
General and administrative expenses increased by $3.3 million and was primarily attributable to a $1.6 million increase in personnel expenses. There was also a $0.3 million increase in facility-related and other expenses and a $0.1 million increase in legal and professional fees. General and administrative expenses included non-cash stock compensation expense of $4.6 million and $3.3 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
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.
Current wording
Other income has decreased $1.3 million in the nine months ended September 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 offset by a decrease in interest expense attributable to refinancing of debt.
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 with an exercise price of
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 $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.
Previous wording
On December 27, 2024, we completed a registered direct offering with an existing investor for the issuance of Pre-Funded Warrants to purchase up to 7,500,000 shares of the Company's Voting Common Stock with an exercise price of $0.0001 per warrant. The Pre-Funded Warrants were issued at a purchase price of $4.00 per warrant, resulting in gross proceeds of approximately $30.0 million, before deducting offering expenses of $0.2 million.
Current wording
On December 27, 2024, we completed a registered direct offering with an existing investor for the issuance of Pre-Funded Warrants to purchase up to 7,500,000 shares of the Company's Voting Common Stock with an exercise price of $0.0001 per warrant.
Previous 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.
Current wording
As of September 30, 2025, we had cash, cash equivalents and marketable securities of $184.5 million, excluding restricted cash of $5.0 million, which is expected to fund operations into the second half of 2027.
Previous wording
We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our current operating plan into the first quarter of 2027. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.
Current wording
We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our current operating plan into the second half of 2027. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.
Previous 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.
Current wording
During the nine months ended September 30, 2025, net cash used in operating activities of $103.3 million was primarily driven by our net loss of $106.8 million, partially offset by non-cash charges of $9.8 million related to depreciation expense, accretion of marketable securities, stock-based compensation, and non-cash interest expense related to note payable. During the nine months ended September 30, 2025, working capital changes resulted in a use of $6.4 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 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.
Current wording
During the nine months ended September 30, 2024, net cash used in operating activities of $83.4 million was primarily driven by our net loss of $91.7 million, partially offset by non-cash charges of $8.5 million related to depreciation expense, accretion of marketable securities, stock-based compensation, and non-cash interest expense related to note payable. During the nine months ended September 30, 2024, working capital changes resulted in a use of $0.2 million.
Previous 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.
Current wording
During the nine months ended September 30, 2025, net cash provided by investing activities was $94.5 million, primarily related to the purchases and maturities of marketable securities, and the purchases of property and equipment.
Previous 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.
Current wording
During the nine months ended September 30, 2024, net cash used in investing activities was $79.9 million, primarily related to the purchases and maturities of marketable securities, and the purchases of property and equipment.
Previous 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.
Current wording
During the nine months ended September 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 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.
Current wording
During the nine months ended September 30, 2024, net cash provided by financing activities was $163.1 million, consisting of net proceeds of $161.4 million from our follow-on public offering in April 2024 and $1.7 million of proceeds from the exercise of stock options.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Pre-Funded Warrants were issued at a purchase price of $4.00 per warrant, resulting in gross proceeds of approximately $30.0 million, before deducting offering expenses of $0.2 million.
Rearranged previous paragraphs (1)
Previous report — wording carried 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.