TScan Therapeutics, Inc.
For the period ended Nov 20, 2026. Filed Oct 26, 2026.
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Nov 20, 2026 · Filed Oct 26, 2026
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DEF 14A 1 d121298ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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830 Winter Street
Waltham, MA 02451
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held November 20, 2026
Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of TScan Therapeutics, Inc. (the “Company” or “we”), will be held online on November 20, 2026, at 8:30 a.m. Eastern Time. You may attend the meeting virtually via the Internet atwww.virtualshareholdermeeting.com/TCRX2026SM, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with this Proxy Statement and the accompanying proxy card (the “Proxy Materials”) in order to attend the Special Meeting. The purpose of the Special Meeting is the following:
| 1. | To approve an amendment to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”) to combine outstanding shares of the Company’s common stock, par value $0.0001 per share, which consists of voting common stock and non-voting common stock, into a lesser number of outstanding shares (the “Reverse Stock Split”), by a ratio of not less than one-for-two and not more than one-for-fifty, with the exact ratio to be set within this range by our board of directors in its sole discretion (the “Reverse Stock Split Proposal”); and |
| 2. | The approval of an adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”). |
Only the Company’s stockholders of record at the close of business on October 16, 2026, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting.
You can find more information on each of the matters to be voted on at the Special Meeting in the accompanying Proxy Statement. The board of directors recommends a vote “FOR” the Reverse Stock Split Proposal and “FOR” the Adjournment Proposal.
The Company has elected to use the full set delivery option available pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the full set delivery option, the Company will deliver the Proxy Materials to stockholders by mail. In addition to delivery of the Proxy Materials to stockholders, the Company will post all Proxy Materials on a publicly-accessible website and provide information to stockholders about how to access the website.
Whether or not you expect to attend the Special Meeting online, we encourage you to read the accompanying Proxy Statement and vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting on the Internet as described in the instructions included in the Proxy Materials, by telephone by calling 1-800-690-6903 and following the recorded instructions, by internet atwww.proxyvote.com, or by signing, dating and returning the enclosed proxy card. If you vote your shares on the Internet or by telephone, you will need to enter the 16-digit control number provided in the Proxy Materials.
Your vote is important regardless of the number of shares you own. If you attend the Special Meeting online, you may vote your shares during the Special Meeting virtually via the Internet even if you previously voted your proxy. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.
A list of stockholders as of the close of business on the record date will be available for examination by our stockholders of record during the Special Meeting using the unique link provided via email following the completion of registration on the meeting websitewww.virtualshareholdermeeting.com/TCRX2026SM. Further information about how to complete registration for the meeting website, attend the Special Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.
By order of the board of directors,
/s/ Gavin MacBeath
Gavin MacBeath, Ph.D.
Chief Executive Officer
Waltham, Massachusetts
October 26, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.