TScan Therapeutics, Inc.

Previous 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.

Current wording

We are a fully integrated 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 lead product candidate, TSC-101, is in development for the treatment of patients with acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS) who are undergoing allogeneic hematopoietic cell transplantation (HCT). The product is designed to eliminate residual disease and promote complete donor chimerism, thereby preventing relapse. TSC-101 targets HA-2, an antigen that is present on all blood cells, malignant or benign, in patients with the HLA type A*02:01. We are currently conducting a Phase 1 clinical study of TSC-101 (the ALLOHA™ trial, NCT05473910) and during the fourth quarter of 2025, following a productive End-of-Phase 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 patients with AML and MDS. The pivotal study will mirror our ongoing Phase 1 ALLOHA study, using a biologically-assigned (genetically randomized) control arm to support relapse-free survival as the primary endpoint.

Previous wording

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 wording

We are further expanding our hematologic (heme) malignancies program with the addition of TCRs targeting other HLA types. TSC-102-A01 and TSC-102-A03 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-A01 and TSC-102-A03 are designed for patients with HLA types A01:01 and A03:01, respectively.

Previous 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.

Current wording

We are also in early stages of developing methods to engineer TCR-T cellsin vivo to treat solid tumors. One of the challenges of treating solid tumors is that they are heterogeneous – not every tumor cell expresses a given target. To address this challenge, we are developing what we refer to as multiplex TCR-T therapy, 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-Ts that are customized for each patient based on which targets are expressed in their tumors. We believe anin vivo approach represents a promising and cost-efficient way to deliver off-the-shelf, multiplexed TCR-T therapy for solid tumors.

Previous wording

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 wording

While primarily focused on oncology, we believe our target discovery platform is well suited to identify 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.

Previous 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:

Current wording

We have incurred significant operating losses since our inception. We reported net losses of $28.7 million and $34.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $533.5 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 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.”

Current wording

We believe that our existing cash and cash equivalents 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 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.

Current wording

Revenue for the first quarter of 2026 was $1.0 million, compared to $2.2 million for the first quarter of 2025. The decrease was primarily due to the timing of research activities performed pursuant to our collaboration agreement with Amgen which commenced in May 2023.

Previous 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.

Current wording

General and administrative expenses decreased by $0.4 million and was primarily attributable to a $0.3 million decrease in legal and professional fees, offset by a $0.5 million increase in personnel expenses. General and administrative expenses included non-cash stock compensation expense of $1.2 million and $1.7 million for the first quarter of 2026 and 2025, respectively.

Previous 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.

Current wording

Other income has decreased $1.7 million in the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in interest income attributable to lower cash balances available for investment.

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.

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. 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.

Previous 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.

Current wording

As of March 31, 2026, we had cash and cash equivalents of $128.1 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 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.

Current wording

We believe that our existing cash and cash equivalents 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 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.

Current wording

During the three months ended March 31, 2026, net cash used in operating activities of $24.3 million was primarily driven by our net loss of $28.7 million, partially offset by non-cash charges of $3.3 million related to depreciation expense, stock-based compensation, and non-cash interest expense related to note payable. During the three months ended March 31, 2026, working capital changes contributed $1.1 million. The change in working capital was primarily driven by timing of vendor payments.

Previous 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.

Current 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.

Previous 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.

Current wording

During the three months ended March 31, 2026, net cash used in investing activities was $0.1 million, primarily related to the purchases of property and equipment.

Previous 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.

Current wording

During the three months ended March 31, 2025, net cash used in investing activities was $13.5 million, primarily related to the purchases and maturities of marketable securities, and the purchases of property and equipment.

Previous 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.

Current 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.

Previous wording

There have been no material changes to our critical accounting policies and estimates from those disclosed in our financial statements and the related notes and other financial information included in our Annual Report on Form 10-K filed with the SEC on March 5, 2025. The Company has applied the Company’s revenue recognition policies to the Amgen Agreement as fully described in Note 6 to the condensed consolidated financial statements.

Current wording

There have been no material changes to our critical accounting policies and estimates from those disclosed in our financial statements and the related notes and other financial information included in our Annual Report on Form 10-K filed with the SEC on March 4, 2026.