TScan Therapeutics, Inc 10-Q for FY2023 Q1

About this 10-Q

Headline figures

TScan Therapeutics, Inc. (TCRX)

10-Q 2023-05-10 For: 2023-03-31

Added on April 06, 2026

TScan Therapeutics, Inc filed this 10-Q on May 10, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.8M; up 125.2% from $3.02M a year earlier
Net loss: $22.56M; compared with a net loss of $16.16M a year earlier
Diluted EPS: -$0.93; compared with -$0.67 a year earlier

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Delaware		82-5282075
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
830 Winter Street, Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)


		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION	20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77
Item 3.	Defaults Upon Senior Securities	77
Item 4.	Mine Safety Disclosures	77
Item 5.	Other Information	77
Item 6.	Exhibits	77
Signatures		79


	March 31, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	95,608		$	120,027
Prepaid expenses and other current assets		5,299			4,100
Total current assets		100,907			124,127
Property and equipment, net		9,019			10,100
Right-of-use assets		57,914			59,102
Restricted cash		5,031			5,037
Long-term deposit and other assets		706			725
Total assets	$	173,577		$	199,091
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,773		$	2,912
Accrued expenses and other current liabilities		7,438			6,838
Operating lease liability, current portion		3,836			3,681
Deferred revenue, current portion		-			3,874
Total current liabilities		14,047			17,305
Operating lease liability, net of current portion		51,972			53,013
Long-term debt and accrued interest		29,504			29,290
Other long term liabilities		36			49
Total liabilities		95,559			99,657
Commitments and contingencies (Note 6)
Stockholders' equity:
Voting common stock, $0.0001 par value; 300,000,000 shares authorized; 19,480,729 and 19,082,820 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		2			2
Non-voting common stock, $0.0001 par value; 10,000,000 shares authorized; 4,745,225 and 5,143,134 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		1			1
Additional paid-in capital		258,957			257,810
Accumulated deficit		(180,942	)		(158,379	)
Total stockholders' equity		78,018			99,434
Total liabilities and stockholders' equity	$	173,577		$	199,091


	Three Months Ended March 31,
	2023			2022
Revenue
Collaboration and license revenue	$	6,803		$	3,021
Operating expenses:
Research and development		21,779			14,690
General and administrative		7,767			4,494
Total operating expenses		29,546			19,184
Loss from operations		(22,743	)		(16,163	)
Other (expense) income:
Interest and other income, net		1,136			7
Interest expense		(956	)		-
Total other income		180			7
Net loss	$	(22,563	)	$	(16,156	)
Net loss per share, basic and diluted	$	(0.93	)	$	(0.67	)
Weighted average common shares outstanding—basic and diluted		24,225,954			23,974,642


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


										Additional					Total
	Common Stock				Non-voting Common Stock					Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount		Capital		Deficit			Equity
Balances at January 1, 2022		18,764,463	$	2		5,143,134		$	1	$	252,933	$	(92,158	)	$	160,778
Exercise of stock options		35,971		-		-			-		88		-			88
Vesting of restricted common stock		87,651		-		-			-		-		-			-
Stock-based compensation expense		-		-		-			-		984		-			984
Net loss		-		-		-			-		-		(16,156	)		(16,156	)
Balances at March 31, 2022		18,888,085		2		5,143,134			1		254,005		(108,314	)		145,694
Balances at January 1, 2023		19,082,820		2		5,143,134			1		257,810		(158,379	)		99,434
Conversion of non-voting common stock to voting common stock		397,909		-		(397,909	)		-		-		-			-
Stock-based compensation expense		-		-		-			-		1,147		-			1,147
Net loss		-		-		-			-		-		(22,563	)		(22,563	)
Balances at March 31, 2022		19,480,729	$	2		4,745,225		$	1	$	258,957	$	(180,942	)	$	78,018


	Fair value measurements at March 31, 2023 using
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Government securities	$	82,945	$	-	$	-	$	82,945
Money market funds		6,239				-		6,239
Total financial assets	$	89,184	$	-	$	-	$	89,184


	Fair value measurements at December 31, 2022 using
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Money market funds	$	116,946	$	-	$	-	$	116,946
Total financial assets	$	116,946	$	-	$	-	$	116,946


	March 31,		December 31,
	2023		2022
Accrued research and development	$	3,582	$	1,322
Accrued employee compensation and benefits		2,482		4,357
Accrued consulting and professional services		586		636
Accrued legal services and license fee		353		92
Other		435		431
Total accrued expenses and other current liabilities	$	7,438	$	6,838


2024	$	3,427
2025		14,588
2026		11,985
Total principal payments		30,000
Plus: Final payment fee		1,800
Less: unamortized debt discount and final fee		(2,296	)
Long-term debt	$	29,504


	Three Months Ended
	March 31,
	2023			2022
Numerator:
Net loss	$	(22,563	)	$	(16,156	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		24,225,954			23,974,642
Net loss per share, basic and diluted	$	(0.93	)	$	(0.67	)


	Three Months Ended March 31,
	2023			2022			Change
Revenue
Collaboration and license revenue	$	6,803		$	3,021		$	3,782
Operating expenses:
Research and development		21,779			14,690			7,089
General and administrative		7,767			4,494			3,273
Total operating expenses		29,546			19,184			10,362
Loss from operations		(22,743	)		(16,163	)		(6,580	)
Other income:
Interest and other income, net		1,136			7			1,129
Interest expense		(956	)		-			(956	)
Total other income		180			7			173
Net loss	$	(22,563	)	$	(16,156	)	$	(6,407	)



3.2		Amended and Restated Bylaws of TScan Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 20, 2021).

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


Commission File Number:	001-40603


	March 31,
	2023		2022
Options to purchase common stock		5,144,308		4,085,851
Common stock issuable upon conversion of Loan Agreement		2,160,918		-
Unvested restricted common stock		-		29,219
Total		7,305,226		4,115,070


	Three Months Ended March 31,
	2023		2022		Change
Laboratory supplies, research materials and studies	$	8,593	$	7,062	$	1,531
Personnel expenses (including stock-based compensation)		6,076		4,555		1,521
Facility-related and other		5,242		2,628		2,614
Clinical studies		1,868		445		1,423
Total research and development expenses	$	21,779	$	14,690	$	7,089


	Three Months Ended March 31,
	2023			2022			Change
Net cash used in operating activities	$	(23,587	)	$	(20,124	)	$	(3,463	)
Net cash used in investing activities		(838	)		(531	)		(307	)
Net cash provided by financing activities		-			88			(88	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(24,425	)	$	(20,567	)	$	(3,858	)


	TScan Therapeutics, Inc.

Date: May 10, 2023	By:	/s/ Gavin MacBeath
		Gavin MacBeath
		Acting Chief Executive Officer, Chief Scientific and Operating Officer (Principal Executive Officer)

Date: May 10, 2023	By:	/s/ Brian Silver
		Brian Silver
		Chief Financial Officer (Principal Financial and Accounting Officer)


Date: May 10, 2023	By:	/s/ Gavin MacBeath
	Name:	Gavin MacBeath
	Title:	Acting Chief Executive Officer, Chief Scientific and Operating Officer
		(Principal Executive Officer)