TScan Therapeutics, Inc.

Previous 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.

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 syndromes (MDS) who are undergoing allogeneic hematopoietic cell transplantation (HCT). The product is designed to treat residual disease post-HCT and thereby prevent 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.

Previous 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.

Current wording

We are further expanding our 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 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.

Current wording

We are also in early stages of developing methods to engineer TCR-T cells in 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 an in vivo approach represents a promising and cost-efficient way to deliver off-the-shelf, multiplexed TCR-T therapy for solid tumors.

Previous 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:

Current wording

We have incurred significant operating losses since our inception. We reported net losses of $59.0 million and $71.1 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $563.9 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 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.”

Current wording

Based on our current operating plan, existing cash and cash equivalents are expected to fund operations into the second quarter of 2027, but are not expected to be sufficient to fund our obligations for at least twelve months after the issuance date of these condensed consolidated financial statements. 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 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.

Current wording

Revenue for the second quarter of 2026 was $1.1 million, compared to $3.1 million for the second 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

Research and development expenses decreased $7.9 million and was primarily attributable to a $5.2 million decrease in laboratory supplies, research materials and studies driven by the timing in the purchase of supplies and consumables. There was also a $1.0 million decrease in facility-related expenses related to the timing of tenant improvements at the 830 Winter Street expansion space. Clinical expenses decreased by $0.8 million and personnel expenses decreased by $0.5 million in connection with our strategic decision in November 2025 to prioritize the clinical development of our heme program, upon which we paused enrollment in the solid tumor Phase 1 trial and reduced our headcount. Research and development expenses included non-cash stock compensation expense of $1.2 million and $1.7 million for the first quarter of 2026 and 2025, respectively.

Current wording

Research and development expenses decreased $9.2 million, primarily attributable to a $6.8 million decrease in laboratory supplies, research materials and studies due to the timing in the purchase of supplies and consumables and decreased spend on contracted services. There was also a $2.1 million decrease in personnel expenses which was driven by our strategic decision in November 2025 to prioritize the clinical development of our heme program, upon which we paused enrollment in the solid tumor Phase 1 trial and reduced our headcount. Research and development expenses included non-cash stock compensation expense of $1.2 million and $1.7 million for the second quarter of 2026 and 2025, respectively.

Previous 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.

Current wording

General and administrative expenses decreased by $1.0 million, primarily attributable to a $0.7 million decrease in personnel expenses. General and administrative expenses included non-cash stock compensation expense of $1.2 million and $1.6 million for the second quarter of 2026 and 2025, respectively.

Previous 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.

Current wording

Other income decreased $1.6 million in the three months ended June 30, 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

Pursuant to the K2HV Loan Agreement dated September 9, 2022, K2HV extended an initial convertible term loan of $30.0 million to the Company. On November 20, 2024, K2HV converted $15.0 million outstanding principal under the loan in exchange for 3,134,796 shares of our Voting Common Stock. On December 20, 2024, we entered into the SVB Loan Agreement, terminated the K2HV Loan Agreement and repaid all remaining outstanding loan obligations to K2HV. The SVB Loan Agreement provides for term loans up to an aggregate principal amount of $52.5 million, of which $32.5 million was provided on the closing date. We have the option to draw a second tranche of $20.0 million at the lender's sole discretion on or prior to June 30, 2026. See “Notes to Condensed Consolidated Financial Statements” and “Item 1A. Risk factors—The terms of our loan agreement place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our operating and financial flexibility” for additional details regarding the SVB Loan Agreement.

Current wording

Pursuant to the K2HV Loan Agreement dated September 9, 2022, K2HV extended an initial convertible term loan of $30.0 million to the Company. On November 20, 2024, K2HV converted $15.0 million outstanding principal under the loan in exchange for 3,134,796 shares of our Voting Common Stock. On December 20, 2024, we entered into the SVB Loan Agreement, terminated the K2HV Loan Agreement and repaid all remaining outstanding loan obligations to K2HV. The SVB Loan Agreement provides for term loans up to an aggregate principal amount of $52.5 million, of which $32.5 million was provided on the closing date. The term loans would mature on September 1, 2029, and would be subject to monthly interest only payments until September 30, 2027, provided the Company achieved both a certain financial and a certain clinical milestone by June 30, 2026, upon which the term loans would amortize with monthly installments of principal and interest beginning October 1, 2027 until maturity on September 1, 2029. No additional term loans were drawn and the availability of such additional terms loans expired on June 30, 2026. As of June 30, 2026, the $32.5 million term loan remained outstanding under the SVB Loan Agreement. The Company did not achieve the specified financial milestone by June 30, 2026, and therefore, as provided in the SVB Loan Agreement, the interest-only period for such term loan will end on September 30, 2026, upon which monthly payments of principal and interest will be made thereafter until maturity on September 1, 2028. See “Notes to Condensed Consolidated Financial Statements” and “Item 1A. Risk factors—The terms of our loan agreement place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our operating and financial flexibility” for additional details regarding the SVB Loan Agreement.

Previous 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.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $100.2 million, excluding restricted cash of $5.0 million. Based on our current operating plan, existing cash and cash equivalents are expected to fund operations into the second quarter of 2027, but are not expected to be sufficient to fund our obligations for at least twelve months after the issuance date of these condensed consolidated financial statements. As a result, management has concluded that substantial doubt exists about our ability to continue as a going concern. See Note 1 to these condensed consolidated financial statements for additional information.

Previous 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.

Current wording

We believe that our existing cash and cash equivalents will enable us to fund our current operating plan into the second 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.

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, 2026, net cash used in operating activities of $51.8 million was primarily driven by our net loss of $59.0 million, partially offset by non-cash charges of $6.6 million related to depreciation expense, stock-based compensation, loss on disposal, and non-cash interest expense related to note payable. During the six months ended June 30, 2026, changes in working capital contributed $0.7 million of cash. 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, 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.

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

Previous 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.

Current wording

During the six months ended June 30, 2026, net cash used in investing activities was $0.5 million, primarily related to the purchases of property and equipment.

Previous 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.

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, 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