🧾 What This Document Is

This is a PRE 14A, also known as a preliminary proxy statement. Think of it as the official "voter's guide" for TScan Therapeutics' upcoming annual shareholder meeting. The company is required to file this with the SEC to provide shareholders with all the information they need to vote on important company matters. The meeting will be held virtually on May 20, 2026.

👉 Why it matters: This document isn't about daily news or quarterly earnings. It's about the fundamental governance and future direction of the company, giving you (the shareholder) a direct say on key decisions.

🏢 What The Company Does

TScan Therapeutics is a biotechnology company focused on cancer immunotherapy. In simple terms, they are engineering T cells—a part of our immune system—to recognize and attack cancer cells. Their technology platform aims to identify the right targets (called antigens) on tumors to make these "living drugs" more effective.

👉 Why it matters: Understanding their high-risk, high-reward business is key. They are a clinical-stage company, meaning their therapies are still being tested. This explains why they might need a lot of money (and thus more shares) to fund research before any product is sold.

🗳️ The Proposals You're Voting On

Shareholders are being asked to vote on four main items at the meeting:

Elect Two Directors: Vote for the two board nominees, Katina Dorton and R. Keith Woods, to serve until 2029.
Ratify the Auditor: Approve Deloitte & Touche LLP as the company's accounting firm for 2026.
Increase Authorized Shares: This is the most significant proposal. Approve amending the company's charter to double the number of authorized voting common shares from 300 million to 600 million.
Allow an Adjournment: Approve the possibility of postponing the meeting if needed, specifically to gather more votes for Proposal #3.

👉 Why it matters: Proposals 1 & 2 are routine. Proposal 3 is a major strategic move to ensure the company has the flexibility to raise money. Proposal 4 is a procedural backup plan for Proposal 3.

📦 Proposal #3: The Authorized Share Increase Explained

This is the core of this proxy filing. Here’s why the board wants to do this and the numbers behind it:

The Need: As of March 31, 2026, the company had 55.8 million voting shares outstanding. With shares reserved for employee plans and warrants, they estimate they would have only 139.6 million authorized shares left to issue for future needs. They state this is not enough to fund ongoing operations and strategic plans.
The "Why": They need "substantial additional funding" for R&D and expenses. More authorized shares give them the flexibility to raise capital quickly through stock offerings, fund acquisitions, or issue employee stock options without needing another shareholder vote for each instance.
The Risk: Issuing many new shares can dilute the ownership percentage and voting power of existing shareholders. The company acknowledges this potential effect.

👉 Why it matters: This is a "permission slip" from shareholders for the board to access more capital in the future. A "no" vote could severely hamper the company's ability to fund its science and operations.

👥 Board & Governance

The board is divided into three classes with staggered terms. This proxy focuses on re-electing the Class II directors.

Nominees for Re-election:
- Katina Dorton: Has extensive CFO and board experience in biotech (Fulcrum Therapeutics, Mallinckrodt). Brings financial and governance expertise.
- R. Keith Woods: Current COO of Scholar Rock with a strong commercialization background from argenx and Alexion. Brings operational and commercial launch experience.

The board recommends voting "FOR" both nominees. The company also highlights that it is an "emerging growth company," which allows for reduced disclosure requirements, including on executive pay.

💼 The Leadership Team

The key executives running the company day-to-day (who are not on the board) are:

Jason A. Amello (CFO & Treasurer)
Zoran Zdraveski, J.D., Ph.D. (Chief Legal & Strategy Officer)
Chrystal Louis, M.D., M.P.H. (Chief Medical Officer)

📅 Key Dates & Logistics

Record Date: April 15, 2026. You must own shares by this date to vote.
Virtual Meeting: May 20, 2026, at 8:30 a.m. ET at www.virtualshareholdermeeting.com/TCRX2026. You need your 16-digit control number to attend and vote.
Voting Deadline: Votes submitted by internet or telephone must be received by 11:59 p.m. ET on May 19, 2026.

📊 Financial Snapshot (From Auditor Fees)

While full financials aren't in this filing, we see the company paid its auditor, Deloitte, $721,290 for 2025 and $847,750 for 2024. All fees were for audit services only, with no tax or other fees, indicating a straightforward audit relationship.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Experienced Board & Team: Nominees and executives have deep biotech, finance, and commercialization experience from major companies.
- Proactive Governance: Seeking approval for share increase shows planning for future capital needs, which is essential for a clinical-stage biotech.
- Clear Process: The proxy lays out a transparent voting and meeting process.
⚠️ Risks:
- Dilution Risk: The primary risk of Proposal #3. Future financings using these new shares could reduce your ownership slice of the company.
- Execution Risk: The company is funding high-cost R&D. Approval of more shares doesn't guarantee successful trials or products.
- "Blank Check" Concerns: Approving more shares grants the board significant flexibility. While they state it's for funding, shares could theoretically be used for other purposes like anti-takeover measures.

🔮 What's Next

If Proposal #3 passes, expect the company to tap the capital markets for funding in the near-to-medium term to advance its pipeline. The board will decide the timing and size of any offering. If it fails, the company will likely face significant challenges in securing necessary funds, which could impact its clinical programs and operating runway.

🧠 The Analogy

Think of TScan's current authorized shares like a specialized toolbox they were given to build their cancer-fighting "engines." They've used up most of the standard tools in the box on current projects. Proposal #3 is asking shareholders to double the size of the toolbox. They argue they need more and different tools (capital) to finish building those engines and start new ones. The risk is that a bigger, emptier toolbox might tempt them to use tools less carefully in the future.

🧩 Final Takeaway

This proxy is primarily about securing future financial flexibility. The election of directors and auditor are standard, but the vote on doubling authorized shares is critical. It's the board's way of ensuring they have the "fuel" (capital) needed to run the high-cost race of drug development. As a shareholder, your decision on Proposal #3 directly influences the company's ability to execute its long-term strategy.

TScan Therapeutics Seeks Shareholder Approval to Double Authorized Shares