2 unchanged sentences
Our management, under the supervision and with the participation of our Principal Executive Officer (our Chief Executive Officer) and Principal Financial and Accounting Officer (our Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures as of period end.
−Removed: The term “disclosure controls and procedures,”
−Removed: as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
+Added: The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
2 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.
−Removed: generally accepted accounting principles or “GAAP”.
+Added: generally accepted accounting principles or “GAAP”.
Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
4 unchanged sentences
Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
−Removed: Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies,
+Added: Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies,
and our overall control environment.
Based on this assessment, management has concluded that our internal controls over financial reporting were effective as of December 31, 2023 and provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.
−Removed: We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.
+Added: We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.
Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
−Removed: Our report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission for “emerging growth companies”
−Removed: that permit us to provide only management’s report in this report.
+Added: Our report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission for “emerging growth companies” that permit us to provide only management’s report in this report.
Changes in Internal Control over Financial Reporting
26 unchanged sentences
Amended and Restated Certificate of Incorporation of TScan Therapeutics, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 20, 2021).
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 20, 2021).
Amended and Restated Bylaws of TScan Therapeutics, Inc.
−Removed: (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).
−Removed: Fourth Amended and Restated Investors’
−Removed: Rights Agreement, dated January 15, 2021, by and among the Registrant and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Registration Rights Agreement made as of January 15, 2021 by and between the Registrant and the other parties thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: (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).
+Added: Fourth Amended and Restated Investors’ Rights Agreement, dated January 15, 2021, by and among the Registrant and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Registration Rights Agreement made as of January 15, 2021 by and between the Registrant and the other parties thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
Amended and Restated Nominating Agreement, dated April 22, 2021, by and among the Registrant, Baker Brothers Life Sciences, L.P.
and 667, L.P.
−Removed: (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Description of the Registrant’s securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 9, 2022).
+Added: (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Description of the Registrant’s securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 9, 2022).
+Added: Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 31, 2023).
Lease, by and between TScan Therapeutics, Inc.
−Removed: and BXP Waltham Woods LLC, dated November 29, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 2, 2021).
−Removed: 2018 Stock Option Plan, as amended and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: 2021 Equity Incentive Plan and form of agreements thereunder (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on S-1/A filed with the Securities and Exchange Commission on May 5, 2021).
−Removed: 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on S-1/A filed with the Securities and Exchange Commission on April 30, 2021).
−Removed: Amended and Restated Exclusive Patent License Agreement by and between the Registrant and The Brigham and Women’s Hospital, Inc.
−Removed: dated April 20, 2021 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Lease by and between PPF OFF 828-830 Winter Street LLC and the Registrant, dated August 13, 2019 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Collaboration and License Agreement by and between the Registrant and Novartis Institutes for Biomedical Research, dated as of March 27, 2020 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Non-Exclusive License Agreement by and between the Registrant and Provincial Health Services Authority, dated as of October 15, 2020 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Amended and Restated Royalty Agreement, dated as of June 12, 2018 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Employment Agreement, dated April 23, 2021, by and between the Registrant and David Southwell (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Employment Agreement, dated April 23, 2021, by and between the Registrant and Gavin MacBeath, Ph.D.
−Removed: incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Employment Agreement, dated April 23, 2021, by and between the Registrant and William Desmarais (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Form of Management Cash Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Employment Agreement, dated May 4, 2021, by and between the Registrant and Brian Silver (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on S-1/A filed with the Securities and Exchange Commission on May 5, 2021).
−Removed: Employment Agreement, dated July 28, 2021, by and between the Registrant and Zoran Zdraveski (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021).
−Removed: Employment Agreement, dated June 8, 2022, by and between the Registrant and Debora Barton (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2022).
−Removed: Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 23, 2021).
−Removed: Loan and Security Agreement, dated September 9, 2022, by and among TScan Therapeutics, Inc., K2 HealthVentures LLC and Ankura Trust Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 12, 2022).
+Added: and BXP Waltham Woods LLC, dated November 29, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 2, 2021).
+Added: 2018 Stock Option Plan, as amended and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: 2021 Equity Incentive Plan and form of agreements thereunder (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on May 5, 2021).
+Added: Amendment No.
+Added: 1 to TScan Therapeutics, Inc.
+Added: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2023).
+Added: 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Amended and Restated Exclusive Patent License Agreement by and between the Registrant and The Brigham and Women’s Hospital, Inc.
+Added: dated April 20, 2021 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Collaboration Agreement by and between the Registrant and Amgen, Inc., dated as of May 8, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2023).
+Added: Lease by and between PPF OFF 828-830 Winter Street LLC and the Registrant, dated August 13, 2019 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: First Amendment to Lease by and between PPF OFF 828-830 Winter Street LLC and the Registrant, dated November 8, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2023).
+Added: Collaboration and License Agreement by and between the Registrant and Novartis Institutes for Biomedical Research, dated as of March 27, 2020 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Non-Exclusive License Agreement by and between the Registrant and Provincial Health Services Authority, dated as of October 15, 2020 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Amended and Restated Royalty Agreement, dated as of June 12, 2018 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Employment Agreement, dated April 23, 2021, by and between the Registrant and David Southwell (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Employment Agreement, dated May 25, 2023, by and between the Registrant and Gavin MacBeath, Ph.D.
+Added: Form of Management Cash Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Employment Agreement, dated May 4, 2021, by and between the Registrant and Brian Silver (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on May 5, 2021).
+Added: Employment Agreement, dated July 28, 2021, by and between the Registrant and Zoran Zdraveski.
+Added: Employment Agreement, dated June 8, 2022, by and between the Registrant and Debora Barton (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2022).
+Added: Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 23, 2021).
+Added: Loan and Security Agreement, dated September 9, 2022, by and among TScan Therapeutics, Inc., K2 HealthVentures LLC and Ankura Trust Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 12, 2022).
+Added: List of Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting Firm.
5 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
+Added: Compensation Recovery Policy.
+Added: 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.
Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
7 unchanged sentences
March 6, 2024
−Removed: /s/ David Southwell
−Removed: David Southwell
−Removed: President and Chief Executive Officer
−Removed: Each person whose individual signature appears below hereby authorizes and appoints David Southwell and Brian Silver, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
+Added: /s/ Gavin MacBeath
+Added: Gavin MacBeath, Ph.D.
+Added: Chief Executive Officer (Principal Executive Officer)
+Added: March 6, 2024
+Added: Chief Financial Officer (Principal Financial and Accounting Officer)
+Added: Each person whose individual signature appears below hereby authorizes and appoints Gavin MacBeath and Jason A.
+Added: Amello, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on March 6, 2024.
−Removed: /s/ David Southwell
−Removed: President, Chief Executive Officer and Director (Principal Executive Officer)
+Added: /s/ Gavin MacBeath
+Added: Chief Executive Officer and Director (Principal Executive Officer)
March 6, 2024
−Removed: David Southwell
−Removed: /s/ Brian Silver
+Added: Gavin MacBeath, Ph.D.
Chief Financial Officer
March 6, 2024
−Removed: Brian Silver, J.D.
(Principal Financial and Accounting Officer)
+Added: /s/ Timothy Barberich
+Added: March 6, 2024
+Added: Timothy Barberich
/s/ Stephen Biggar
1 unchanged sentence
Stephen Biggar, M.D., Ph.D.
−Removed: /s/ Ittai Harel
−Removed: March 8, 2023
−Removed: /s/ Timothy Barberich
+Added: Katina Dorton
March 6, 2024
−Removed: Timothy Barberich
+Added: Katina Dorton, J.D., M.B.A.
/s/ Gabriela Gruia
1 unchanged sentence
Gabriela Gruia, M.D.
−Removed: /s/ Katina Dorton
+Added: /s/ Barbara Klencke
March 6, 2024
−Removed: Katina Dorton, J.D., M.B.A.
+Added: Barbara Klencke, M.D.
+Added: March 6, 2024
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Convertible Preferred Stock and Stockholders’
−Removed: Equity (Deficit)
+Added: Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
4 unchanged sentences
We have audited the accompanying consolidated balance sheets of TScan Therapeutics, Inc.
−Removed: and subsidiary (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, convertible preferred stock and stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").
+Added: and subsidiary (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
3 unchanged sentences
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
6 unchanged sentences
March 6, 2024
−Removed: We have served as the Company’s auditor since 2020.
+Added: We have served as the Company’s auditor since 2020.
TScan Therapeutics, Inc.
3 unchanged sentences
Cash and cash equivalents
+Added: Marketable securities
Prepaid expenses and other current assets
10 unchanged sentences
Deferred revenue, current portion
+Added: Current portion of long-term debt
Total current liabilities
8 unchanged sentences
300,000,000 shares authorized;
−Removed: 19,082,820 and 18,881,333 shares issued;
−Removed: and 19,082,820 and 18,764,463 shares outstanding at December 31, 2022 and 2021, respectively
+Added: 43,552,941 and 19,082,820 shares issued and outstanding at December 31, 2023 and 2022, respectively
Non-voting common stock, $ 0.0001 par value;
10,000,000 shares authorized;
−Removed: 5,143,134 shares issued and outstanding
+Added: 4,276,588 and 5,143,134 shares issued and outstanding at December 31, 2023 and 2022, respectively
Additional paid-in capital
17 unchanged sentences
Net loss per share, basic and diluted
−Removed: Weighted average common shares outstanding—basic and diluted
+Added: Weighted average common shares outstanding—basic and diluted
The accompanying notes are an integral part of these consolidated financial statements
TScan Therapeutics, Inc.
−Removed: Consolidated Statements of Convertible Preferred Stock and Stockholders’
−Removed: Equity (Deficit)
+Added: Consolidated Statements of Stockholders’ Equity
(in thousands, except share data and issuance costs)
−Removed: Convertible Preferred Stock
Voting Common Stock
Non-voting Common Stock
−Removed: Stockholders’
+Added: Stockholders’
Balances at January 1, 2022
−Removed: Issuance of Series C convertible preferred stock (net of issuance costs of $ 270 thousand)
−Removed: Issuance of common stock (net of issuance costs of $ 10.4 million)
−Removed: Conversion of convertible preferred stock to common stock and non-voting common stock upon closing of initial public offering
Exercise of stock options
Vesting of restricted common stock
+Added: Issuance of common stock under ESPP plan
Stock-based compensation expense
1 unchanged sentence
Exercise of stock options
−Removed: Vesting of restricted common stock
−Removed: Issuance of common stock under ESPP plan
+Added: Issuance of common stock, net of offering costs
+Added: Issuance of pre-funded warrants, net of offering costs
+Added: Conversion of non-voting common stock to voting common stock
Stock-based compensation expense
8 unchanged sentences
Depreciation expense
+Added: Accretion of marketable securities
Non-cash interest expense related to note payable
9 unchanged sentences
Purchases of property and equipment
+Added: Purchases of marketable securities
+Added: Proceeds from maturities of marketable securities
Net cash used in investing activities
Cash flows from financing activities:
−Removed: Proceeds from issuance of convertible preferred stock, net of issuance costs
−Removed: Proceeds from exercise of stock options
+Added: Proceeds from issuance of common stock, net of offering costs
+Added: Proceeds from issuance of pre-funded warrants, net of offering costs
Issuance of common stock under ESPP plan
−Removed: Proceeds from initial public offering, net of issuance costs
+Added: Proceeds from exercise of stock options
Proceeds from issuance of term loan, net of issuance costs paid to lender
1 unchanged sentence
Net cash provided by financing activities
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash
−Removed: Cash, cash equivalents, and restricted cash - beginning of period
−Removed: Cash, cash equivalents, and restricted cash - end of period
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash
+Added: Cash, cash equivalents, and restricted cash - beginning of year
+Added: Cash, cash equivalents, and restricted cash - end of year
Summary of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
7 unchanged sentences
Purchase of property and equipment in accounts payable and accrued liabilities
−Removed: Conversion of convertible preferred stock to common stock upon closing of initial public offering
The accompanying notes are an integral part of these consolidated financial statements
6 unchanged sentences
The Company is a biopharmaceutical company focused on developing a pipeline of T cell receptor-engineered T cell (TCR-T) therapies for the treatment of patients with cancer.
−Removed: Initial Public Offering
−Removed: In July 2021, the Company completed an IPO in which the Company issued and sold 6,666,667 shares of its voting common stock at a public offering price of $ 15.00 per share, for aggregate gross proceeds of $ 100 million and its shares started trading on the Nasdaq Global Market under the ticker symbol “TCRX.”
−Removed: The Company received $ 89.6 million in net proceeds after deducting $ 7.0 million in underwriting discounts and commissions, and $ 3.4 million in offering costs borne by the Company.
−Removed: Upon closing of the IPO, all of the Company's outstanding shares of convertible preferred stock automatically converted into 15,616,272 shares of common stock (of which 5,143,134 shares are non-voting common stock).
−Removed: In connection with the closing of IPO, the Company amended and restated in its entirety its certificate of incorporation to, among other things:
−Removed: (i) authorize 300,000,000 shares of voting common stock;
−Removed: (ii) authorize 10,000,000 shares of non-voting common stock;
−Removed: (iii) eliminate all references to the previously existing series of preferred stock;
−Removed: and (iv) authorize 10,000,000 shares of preferred stock that may be issued from time to time by the Board in one or more series.
Risks, Uncertainties and Going Concern
2 unchanged sentences
These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities.
−Removed: Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from therapy sales.
+Added: Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from therapy sales.
The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.
−Removed: The Company has primarily funded its operations with proceeds from sales of convertible preferred stock, the IPO completed in July 2021, issuance of convertible debt in September 2022 and with payments received under its license and collaboration agreements.
+Added: The Company has primarily funded its operations with proceeds from sales of capital stock, including the IPO completed in July 2021, issuance of convertible debt in September 2022 and with payments received under its license and collaboration agreements.
Since its inception, the Company has incurred recurring losses, including net losses of $ 89.2 million and $ 66.2 million for the years ended December 31, 2023 and 2022, respectively.
1 unchanged sentence
The Company expects to continue to generate operating losses in the foreseeable future.
−Removed: The Company expects that its cash and cash equivalents as of December 31, 2022 will be sufficient to fund the Company’s operations for at least the next twelve months from the date of the issuance of the financial statements.
+Added: The Company expects that its cash and cash equivalents and marketable securities as of December 31, 2023 will be sufficient to fund the Company’s operations for at least the next twelve months from the date of the issuance of the financial statements.
The Company will need to obtain substantial additional funding through equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements in order to fund its research and development and ongoing operating expenses.
The Company may not be able to obtain financing on acceptable terms, when needed or at all, and the Company may not be able to enter into collaborations, strategic alliances or licensing arrangements.
−Removed: The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.
+Added: The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.
Any collaborations, strategic alliances or licensing arrangements may require the Company to relinquish rights to certain of its technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to the Company.
3 unchanged sentences
Basis of Presentation
−Removed: The accompanying consolidated financial statements reflect the operations of the Company and the Company’s wholly owned subsidiary, TScan Securities Corporation.
+Added: The accompanying consolidated financial statements reflect the operations of the Company and the Company’s wholly owned subsidiary, TScan Securities Corporation.
The accompanying consolidated financial statements have been prepared in conformity with US GAAP.
11 unchanged sentences
Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase.
−Removed: The cash equivalents consisted of money market funds.
+Added: The cash equivalents consisted of money market funds and government securities.
Restricted Cash
−Removed: In connection with the Company’s facility lease agreements, the Company is required to provide letters of credit totaling of $ 5.0 million for the benefit of the landlords to serve as security deposits.
+Added: In connection with the Company’s facility lease agreements, the Company is required to provide letters of credit totaling of $ 5.0 million for the benefit of the landlords to serve as security deposits.
As of December 31, 2023 and 2022 , the cash securing the letter of credit was classified as restricted cash (non-current) on the consolidated balance sheets.
+Added: Marketable Securities
+Added: The Company classifies all of its marketable securities as available-for-sale based upon its intent with regard to such investments.
+Added: Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income (loss).
+Added: The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity.
+Added: Such amortization is included in interest and investment income.
+Added: Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities, are included in interest and investment income.
+Added: The cost of securities sold is based on the specific identification method.
+Added: Interest and dividends on securities classified as available-for-sale are included in interest and investment income.
+Added: To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary.
Concentrations of Credit Risk
Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents.
−Removed: The Company’s cash deposits on hand at any one financial institution often exceed federally insured limits.
+Added: The Company’s cash deposits on hand at any one financial institution often exceed federally insured limits.
The Company places its cash in financial institutions that management believes to be of high credit quality.
21 unchanged sentences
Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
−Removed: Level 1 —Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
−Removed: Level 2 —Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability.
+Added: • Level 1 —Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
+Added: • Level 2 —Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 2 inputs include the following:
3 unchanged sentences
• inputs that are derived principally from or corroborated by observable market data by correlation or other means
−Removed: Level 3 —Unobservable inputs for the assets or liability (i.e., supported by little or no market activity).
−Removed: Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
−Removed: Lease Agreements
+Added: • Level 3 —Unobservable inputs for the assets or liability (i.e., supported by little or no market activity).
+Added: Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The Company records leases under ASU No.
1 unchanged sentence
For leases with a term of 12 months or less, the Company has elected to not recognize a right-of-use asset or lease liability.
−Removed: The Company’s operating leases are recognized on the consolidated balance sheets as other noncurrent assets, other current liabilities, and other noncurrent liabilities.
+Added: The Company’s operating leases are recognized on the consolidated balance sheets as other noncurrent assets, other current liabilities, and other noncurrent liabilities.
The Company does not have any finance leases.
−Removed: Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
+Added: Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
Operating lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.
−Removed: As the rate implicit on the Company’s leases are not readily determination, the Company uses an estimate of its incremental borrowing rate for secured borrowings with terms similar to the lease term based on the information available at the lease commencement date in determining the present value of lease payments.
+Added: As the rate implicit on the Company’s leases are not readily determinable, the Company uses an estimate of its incremental borrowing rate for secured borrowings with terms similar to the lease term based on the information available at the lease commencement date in determining the present value of lease payments.
Operating lease right-of-use assets also include the effect of any lease payments made, including lease payments made in advance of lease commencement and excludes lease incentives.
9 unchanged sentences
Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period.
−Removed: Actual results could differ from the Company’s estimates.
−Removed: The Company’s historical accrual estimates have not been materially different from the actual costs .
+Added: Actual results could differ from the Company’s estimates.
+Added: The Company’s historical accrual estimates have not been materially different from the actual costs .
All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure.
17 unchanged sentences
The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer.
−Removed: Because the Company have not sold the same goods or services in our contracts separately to any customers on a standalone basis, the Company estimated the standalone selling price of each combined performance obligation by taking into consideration internal estimates of research and development personnel needed to perform the research and development services, estimates of expected cash outflows to third parties for services and supplies and typical gross profit margins.
−Removed: The Company enters into collaboration and licensing arrangements that are within the scope of ASC 606, under which the Company may exclusively license to third parties’
−Removed: rights to develop, manufacture and commercialize its product candidates as well as options to acquire additional rights.
+Added: Because the Company have not sold the same goods or services in our contracts separately to any customers on a standalone basis, the Company estimated the standalone selling price of each performance obligation by taking into consideration internal estimates of research and development personnel needed to perform the research and development services, estimates of expected cash outflows to third parties for services and supplies and typical gross profit margins.
+Added: The Company enters into collaboration and licensing arrangements that are within the scope of ASC 606, under which the Company may exclusively license to third parties’ rights to develop, manufacture and commercialize its product candidates as well as options to acquire additional rights.
The terms of these arrangements typically include payment to the Company of one or more of the following:
3 unchanged sentences
Revenue is typically recognized using a cost-to-cost input model as the measure of progress.
−Removed: Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete the Company’s performance obligations under an arrangement.
+Added: Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete the Company’s performance obligations under an arrangement.
The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.
11 unchanged sentences
The observable price of a good or service sold separately provides the best evidence of standalone selling price.
−Removed: However, when standalone selling prices are not readily available, the Company is required to estimate the standalone selling price of each performance obligation.
+Added: However, when standalone selling prices are not readily available, the Company is required to estimate the standalone
+Added: selling price of each performance obligation.
Key assumptions to determine the standalone selling price.
3 unchanged sentences
If it is probable that a significant reversal of revenue would not occur, the associated milestone value is included in the transaction price.
−Removed: Milestone payments that are not within the Company’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.
−Removed: Upfront and ongoing development milestones per the Company’s collaboration and license agreement are not subject to refund if the development activities are not successful.
+Added: Milestone payments that are not within the Company’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received.
+Added: Upfront and ongoing development milestones per the Company’s collaboration and license agreement are not subject to refund if the development activities are not successful.
The Company reevaluates the probability of achievement of such milestones and any related constraint at each reporting period, and any adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.
To date, the Company has not recognized any milestone revenues.
−Removed: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license to the Company’s intellectual property is deemed to be the predominant item to which the royalties relate as it is the primary driver of value, the Company recognizes revenue when the related sales occur in accordance with the sales-based royalty exception under ASC 606-10-55-65.
−Removed: To date, the Company has not recognized any royalty revenue resulting from the Company’s collaboration and licensing agreements.
−Removed: The estimate of deferred revenue also reflects management’s estimate of the periods of the Company’s involvement in its collaboration and license agreements.
−Removed: The Company’s performance obligations generally consist of the performance of research and development services and sharing know-how through participation on steering committees.
−Removed: If these estimates and judgments change over the course of these agreements, it may affect the timing and amount of revenue that the Company recognizes and records in future periods.
+Added: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license to the Company’s intellectual property is deemed to be the predominant item to which the royalties relate as it is the primary driver of value, the Company recognizes revenue when the related sales occur in accordance with the sales-based royalty exception.
+Added: To date, the Company has not recognized any royalty revenue resulting from the Company’s collaboration and licensing agreements.
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.
8 unchanged sentences
The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.
−Removed: All of the Company’s assets are held in the United States.
−Removed: Convertible Preferred Stock
−Removed: The Company’s convertible preferred stock was classified outside of stockholders’
−Removed: deficit because the holders of such shares had liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company.
+Added: All of the Company’s assets are held in the U.S.
Stock-Based Compensation
5 unchanged sentences
The Company determines the fair value of restricted stock awards in reference to the fair value of its common stock less any applicable purchase price
−Removed: The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified.
+Added: The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified.
Comprehensive Loss
−Removed: Comprehensive loss includes net loss as well as other changes in stockholders’
−Removed: equity (deficit) that result from transactions and economic events other than those with stockholders.
+Added: Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders.
There was no difference between net loss and comprehensive loss in the accompanying consolidated financial statements.
1 unchanged sentence
Basic net loss per share is calculated by dividing net loss by the weighted average common shares outstanding during the period.
−Removed: During periods of income, the Company allocates to participating securities a proportional share of income (the two class method).
−Removed: The Company’s convertible preferred stock participates in any dividends declared by the Company and are therefore considered to be participating securities.
−Removed: Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income.
−Removed: During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company.
Diluted net loss per share is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods.
2 unchanged sentences
Therefore, basic and diluted net loss per share were the same for all periods presented.
−Removed: Recently Issued Accounting Pronouncements
+Added: Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU No.
−Removed: 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, or ASU 2016-13 .
+Added: 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, or ASU 2016-13 .
The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security.
−Removed: ASU 2016-13 requires a cumulative effect adjustment to the consolidated balance sheet as of the beginning of the first reporting period in which the guidance is effective.
−Removed: ASU 2016-13 will be effective for the Company beginning January 1, 2023.
−Removed: The Company does not expect that adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.
−Removed: Recently Adopted Accounting Pronouncement
−Removed: In August 2020, the FASB issued ASU No.
−Removed: 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06 , which simplified the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity.
−Removed: Specifically, the new standard removed the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features.
−Removed: It also removed certain settlement conditions that are currently required for equity contracts to qualify for the derivative scope exception and simplified the diluted earnings per share calculation for convertible instruments.
−Removed: The Company adopted this new standard effective September 1, 2022.
−Removed: The adoption of ASU 2020-06 did not have a material impact on the Company’s condensed financial statements but was applied to the convertible debt agreement discussed in Note 10.
+Added: The Company adopted ASU 2016-13 effective January 1, 2023, and the adoption did not have a material impact on the Company's financial statements.
Property and Equipment
2 unchanged sentences
Leasehold improvements
−Removed: Office and computer equipment
Furniture and fixtures
+Added: Office and computer equipment
Construction-in-progress
6 unchanged sentences
Fair value measurements at December 31, 2023 using:
−Removed: Cash equivalents –
−Removed: money market funds
+Added: Cash equivalents – money market funds
+Added: Cash equivalents – government securities
+Added: Marketable securities – government securities
Total financial assets
Fair value measurements at December 31, 2022 using:
−Removed: Cash equivalents –
−Removed: money market funds
+Added: Cash equivalents – money market funds
Total financial assets
−Removed: The cash equivalents are comprised of funds held in an exchange traded money market fund and the fair value of the cash equivalents is determined based upon quoted market price for that fund.
+Added: Money market funds and government securities are valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy.
There were no transfers among Level 1, Level 2, or Level 3 categories in the periods presented.
−Removed: The carrying value of accounts payable and accrued expenses that are reported on the consolidated balance sheets approximate their fair value due to the short-term nature of these liabilities.
−Removed: The Company entered into new convertible long-term debt in September 2022;
−Removed: given the recent issuance of that debt, the carrying value approximates fair value.
+Added: Assets and Liabilities Not Carried at Fair Value
+Added: The Company's Long-term debt is carried at amortized cost.
+Added: The fair value of the Long-term debt was estimated to be $ 38.4 million and $ 29.3 million at December 31, 2023 and 2022, respectively.
+Added: Fair value was determined using a convertible bond model using a binomial lattice approach.
+Added: We classified the fair value disclosures for the Long-term debt within level 3 of the fair value hierarchy because the fair value is derived using significant unobservable inputs, which include discount rates and volatility.
+Added: The carrying value of accounts payable and accrued expenses that are reported on the consolidated balance sheets approximate fair value due to the short-term nature of these liabilities.
Accrued Expenses and Other Current Liabilities
5 unchanged sentences
Total accrued expenses and other current liabilities
+Added: Stockholders' Equity
+Added: On May 16, 2023, the Company entered into a sales agreement (the Sales Agreement) with Wedbush Securities, Inc.
+Added: (Wedbush), as sales agent, pursuant to which the Company could offer, issue and sell up to an aggregate amount of $ 75.0 million of shares of the Company's voting common stock, par value $ 0.0001 per share (Voting Common Stock), from time to time in “at-the-market” (ATM) offerings during the term of the Sales Agreement.
+Added: No common stock has been sold under this Sales Agreement to date.
+Added: Equity Offering
+Added: On June 1, 2023, the Company completed an underwritten public offering of (a) 23,287,134 shares of the Company's Voting Common Stock, at a price of $ 2.00 per share, and (b) pre-funded warrants to purchase up to 47,010,526 shares of the Company's Voting Common Stock, at a price of $ 1.9999 per warrant with an exercise price of $ 0.0001 per share (Pre-Funded Warrants).
+Added: The Company received aggregate net proceeds of $ 134.7 million after deducting underwriting discounts, commissions and other offering expenses, with $ 42.4 million allocated to the Voting Common Stock and $ 92.3 million allocated to Pre-Funded Warrants.
+Added: The Pre-Funded Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $ 0.0001 per share and do not expire.
+Added: The Pre-Funded Warrants were determined to be equity classified.
+Added: As such, proceeds received from the issuance from the Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital.
+Added: As of December 31, 2023, no Pre-Funded Warrants have been exercised.
Stock-Based Compensation
2021 Equity Incentive Plan
−Removed: On April 20, 2018, the Company adopted the 2018 Stock Plan (the 2018 Plan).
−Removed: The 2018 Plan, as amended, provided for the issuance of up to 2,902,738 shares of common stock to employees, officers, directors, consultants, and advisors in the form of nonqualified and incentive stock options, unvested stock awards, and other stock-based awards.
−Removed: 2021 Equity Incentive Plan
−Removed: The 2021 Equity Incentive Plan (the 2021 Plan) was approved by the Company’s Board on April 22, 2021 and became effective immediately, although no awards were permitted to be granted under the 2021 Plan until July 15, 2021.
+Added: The 2021 Equity Incentive Plan (the 2021 Plan) was approved by the Company’s Board on April 22, 2021 and became effective immediately, although no awards were permitted to be granted under the 2021 Plan until July 15, 2021.
The 2021 Plan replaced the 2018 Plan, however, awards outstanding under the 2018 Plan continue to be go verned by their existing terms.
2 unchanged sentences
The number of shares reserved for issuance under the 2021 Plan will be increased automatically on the first business day of each fiscal year, commencing in 2022 and ending in 2031.
−Removed: The aggregate number of common shares that may be issued under the 2021 Plan shall automatically increase by a number equal to the lesser of (a) 4 % of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year or (b) a number of shares common stock determined by the Company’s Board.
+Added: The aggregate number of common shares that may be issued under the 2021 Plan shall automatically increase by a number equal to the least of (a) 4 %
+Added: of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year, or (b) a number of shares common stock determined by the Company’s Board.
2021 Employee Stock Purchase Plan
−Removed: The 2021 Employee Stock Purchase Plan (the "2021 ESPP") was approved by the Company’s Board on April 22, 2021 and became effective immediately, although no awards were permitted to be granted under the 2021 Plan until July 15, 2021.
+Added: The 2021 Employee Stock Purchase Plan (the "2021 ESPP") was approved by the Company’s Board on April 22, 2021 and became effective immediately, although no awards were permitted to be granted under the 2021 Plan until July 15, 2021.
A total of 254,390 shares of common stock were initially reserved for issuance under the 2021 ESPP.
−Removed: As of December 31, 2022, there were 146,380 shares issued and 347,085 shares of common stock available for issuance under the 2021 ESPP.
+Added: As of December 31, 2023 and 2022, there were 146,380 shares issued under the 2021 ESPP.
+Added: As of December 31, 2023, there were 589,344 shares of common stock available for issuance under the 2021 ESPP.
The number of shares reserved for issuance will automatically be increased on the first business day of each fiscal year, commencing on January 1, 2022 and ending on January 1, 2041.
−Removed: The aggregate number of shares of common stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the least of (i) one percent ( 1 %) of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year, or (ii) a number of shares of common stock determined by the Company’s Board.
+Added: The aggregate number of shares of common stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the least of (i) one percent ( 1 %) of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year, or (ii) a number of shares of common stock determined by the Company’s Board.
Stock Compensation
3 unchanged sentences
Total stock-based compensation expense
−Removed: Stock Options
−Removed: The Company typically grants stock options at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant.
−Removed: In the periods prior to the IPO, the fair value of the common stock was determined by the Board at each measurement date based on a variety of different factors, including the results obtained from independent third-party appraisals, the Company’s financial position and historical financial performance, the status of development of the Company’s programs, the current climate in the marketplace, the illiquid nature of the common stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others.
−Removed: In the periods following the IPO, the fair value is determined based upon the quoted price of the Company’s common stock.
+Added: S tock Options
+Added: The Company typically grants stock options at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant, based upon the quoted price of the Company’s common stock.
The fair value of stock option grants is estimated using the Black-Scholes option-pricing model.
−Removed: The Company historically has been a private company and lacks company-specific historical and implied volatility information.
+Added: The Company lacks sufficient company-specific historical and implied volatility information.
Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price.
−Removed: For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified”
−Removed: method for awards that qualify as “plain-vanilla”
+Added: For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options.
The risk-free interest rate is determined by reference to the U.S.
16 unchanged sentences
As of December 31, 2023, the unrecognized compensation cost related to outstanding options was $ 18.8 million, which is expected to be recognized over a weighted-average period of 3.24 years.
−Removed: Restricted Common Stock
−Removed: The Company has granted restricted common stock with service based vesting conditions.
−Removed: Unvested shares of restricted common stock may not be sold or transferred by the holder, except for transfers for estate planning purposes in which the transferee agrees to remain bound by all restrictions set forth in the origin al common stock purchase agreement.
−Removed: They are legally issued and outstanding but only accounted for as outstanding when vested.
−Removed: These restrictions lapse over the four year vesting term of each award.
−Removed: The purchase price of each share of restricted common stock was $ 0.001 per share.
−Removed: There were 116,870 shares unvested as of January 1, 2022, all of which vested in 2022, leaving no unvested shares remaining at December 31, 2022.
−Removed: The aggregate fair value of restricted stock awards that vested during the years ended December 31, 2022 and 2021 was nominal.
During the years ended December 31, 2023 and 2022, the Company did not record an income tax provision due to the losses incurred and a full valuation allowance provided on the net deferred tax assets.
9 unchanged sentences
Deferred tax assets and liabilities reflect the net tax effects of net operating loss carryovers and temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for income tax purposes.
−Removed: Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):
+Added: Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):
Year Ended December 31,
12 unchanged sentences
In determining the need for a valuation allowance, the Company has given consideration to its cumulative book income and loss positions.
−Removed: The Company has assessed the available means of recovering deferred tax assets, including the ability to carryback net operating losses, the existence of reversing taxable temporary differences, the availability of tax planning strategies and forecasted future
−Removed: taxable income.
+Added: The Company has assessed the available means of recovering deferred tax assets, including the ability to carryback net operating losses, the existence of reversing taxable temporary differences, the availability of tax planning strategies and forecasted future taxable income.
As of December 31, 2023, the Company maintains a full valuation allowance against its net deferred tax assets.
−Removed: The valuation allowance increased by $ 22.4 and $ 15.8 million during the years ended December 31, 2022 and 2021, respectively.
+Added: The valuation allowance increased by $ 30.4 million and $ 22.4 million during the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the Company had U.S.
11 unchanged sentences
state tax laws.
−Removed: The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside the control of the Company.
+Added: The Company has experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside the control of the Company.
As a result, if the Company earns net taxable income, its ability to use its pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S.
8 unchanged sentences
Collaboration and License Agreements
+Added: On May 8, 2023 , the Company entered into a Collaboration Agreement with Amgen Inc.
+Added: (the Amgen Agreement) to identify antigens recognized by T cells in patients with Crohn’s disease in accordance with a research plan.
+Added: Under the terms of the Amgen Agreement, Amgen will retain all global development and commercialization rights.
+Added: The proceeds from the Amgen Agreements included an upfront payment of $ 30.0 million, which was collected in July 2023.
+Added: In addition, the Company is eligible to earn
+Added: success-based milestone payments of over $ 500 million, based upon the achievement of certain clinical development and commercial milestones, as well as tiered single-digit royalty payments on net sales of products developed from the collaboration, subject to reductions set forth in the Amgen Agreement.
+Added: The Company concluded that Amgen meets the definition of a customer, as the Company is delivering research and development activities and a license of intellectual property.
+Added: The Company identified performance obligations for research and development activities, the license, data reporting and participation in joint steering and research committees, which were determined to be a single combined performance obligation due to the services and licenses being highly interrelated.
+Added: For a certain time period during the term of the Amgen Agreement, Amgen has an option to add targets to the collaboration for payments specified in the agreement.
+Added: Pursuant to the Amgen Agreement, the option for Amgen to select additional targets and to license, develop, and commercialize targets is not a performance obligation at the outset as these are customer options that do not represent material rights.
+Added: The Company looked to the promises in the arrangement to determine the method of recognition that best depicted the transfer of the services and the satisfaction of the combined performance obligations.
+Added: The Company concluded that the performance of the research services over the expected research term was the predominant promise within the performance obligation.
+Added: The Company will recognize the revenue associated with the performance obligation using an input method.
+Added: The method of measuring progress towards delivery of the services incorporates actual internal and external costs incurred, relative to total internal and external costs expected to be incurred to satisfy the performance obligation.
+Added: Changes in estimates of total internal and external costs expected to be incurred are recognized in the period of change as a cumulative catch-up adjustment.
+Added: As costs are incurred, the Company will recognized revenue over time.
+Added: At this time, it is estimated that the research term will be approximately 3 years.
+Added: The Company determined the $ 30.0 million upfront payment to be the entirety of the consideration to be included in the transaction price.
+Added: The option to add additional targets was not included in the transaction price as this option was assessed to be improbable at this time.
+Added: The potential milestone and royalty payments that the Company is eligible to receive were also excluded from the transaction price, as all milestone and royalty amounts were fully constrained based on the assessed probability of achievement.
+Added: The Company will continue to assess the probability of the option to add additional targets and the probability of milestone achievement throughout the research term and will adjust the consideration in the contract accordingly.
+Added: For the year ended December 31, 2023, the Company recognized $ 14.2 million of revenue associated with the Amgen Agreement.
+Added: As of December 31, 2023, the Company recorded $ 15.8 million of deferred revenue, of which $ 5.6 million is classified as long-term.
In March 2020 , the Company entered into a Collaboration and License Agreement (the Novartis Agreement) with Novartis Institutes For BioMedical Research, Inc.
(Novartis) to collaborate on their research efforts to discover and develop novel TCR-T therapies.
−Removed: At the inception date of the Novartis Agreement, Novartis or its affiliates held an ownership interest of more than 10 % in the Company, and at December 31, 2022, Novartis held less than 10 % of the common shares outstanding.
−Removed: Under the Novartis Agreement, the Company will identify and characterize TCRs in accordance with a research plan, transfer data arising from the research plan.
−Removed: Novartis will have the option to license and develop TCRs for up to three novel targets identified in performance of the collaboration during the collaboration period of the Novartis Agreement.
−Removed: Novartis will also have rights of first negotiation for certain additional targets and TCRs identified in performance of the collaboration during a defined collaboration period of the Novartis Agreement and for 180 days after such collaboration period ends (which collaboration period is anticipated to end in March 2023).
−Removed: If during such 180-day right of first negotiation period, the Company notifies Novartis of the Company’s intent to grant a third party a license to a target or TCR identified in the collaboration, then Novartis may obtain the exclusive right to negotiate a license to such target or TCR for an additional 270 days by providing the Company with a term sheet to license such target or TCR within 90 days of the Company’s notice of such intent.
−Removed: The Novartis Agreement provides for payments of an upfront fee of $ 20.0 million, research funding totaling $ 10.0 million and potential milestone payments contingent on clinical, regulatory and sales success.
−Removed: In addition to payments upon achievement of certain clinical and regulatory milestones, Novartis will pay the Company mid-single to low double-digit royalties on net sales for each product directed to a target licensed by Novartis.
−Removed: After the end of the collaboration period and the expiration of Novartis’
−Removed: first right of negotiation, the Company is free to develop TCRs against targets not licensed by Novartis.
−Removed: The Company concluded that Novartis meets the definition of a customer, as the Company is delivering research and development activities and know-how rights.
−Removed: The Company identified performance obligations for research and development activities, data reporting and participation in joint steering and research committees.
−Removed: The Company determined there is a single performance obligation due to the services being highly interrelated and are therefore not distinct in the context of the contract.
−Removed: The Company combined the pre-option research services and data reporting into a single performance obligation Novartis has an exclusive option to obtain a commercial license for up to three Targets (as defined in the Novartis Agreement) to pursue further development and commercialization of the respective
−Removed: Pursuant to the Novartis Agreement, the option for Novartis to license, develop, and commercialize Targets is not a performance obligation at the outset of the Novartis Agreement as it is a customer option that does not represent a material right.
−Removed: The Company looked to the promises in the arrangement to determine the method of recognition that best coincides with the pattern of delivery.
−Removed: The Company concluded that the performance of the research services over the expected research term was the predominant promise within the performance obligation.
−Removed: The Company is recognizing the revenue associated with the performance obligation using the input method, according to the actual costs incurred as a percentage of total expected costs to complete the research services.
−Removed: As costs are incurred, the Company will recognize revenue over time.
−Removed: Any change in the estimated percentage complete due to a revised cost forecast will be adjusted in the period in which the change in estimate occurs and the revenue recognition will be updated accordingly.
−Removed: The Company expects the research term to last approximately three years , which is inclusive of the option to extend the arrangement.
+Added: At the inception date of the Novartis Agreement, Novartis or its affiliates held an ownership interest of more than 10 % in the Company, and at December 31, 2023 and 2022, Novartis held less than 10 % of the common shares outstanding.
+Added: Under the Novartis Agreement, the Company was to identify and characterize TCRs in accordance with a research plan, and transfer data arising from the research plan.
+Added: The Novartis Agreement provided for payments of an upfront fee of $ 20.0 million, research funding totaling $ 10.0 million, and potential milestone payments contingent on clinical, regulatory and sales success.
+Added: The Company concluded that the performance of the research services was the predominant performance obligation and was recognizing the revenue associated with the performance obligation using the input method, according to the actual costs incurred as a percentage of total expected costs to complete the research services.
The Company determined that the $ 20.0 million upfront payment, together with the $ 10.0 million of estimated research costs to be reimbursed by Novartis to be the entirety of the consideration to be included in the transaction price as of the outset of the arrangement.
The potential milestone payments that the Company is eligible to receive were excluded from the transaction price, as all milestone amounts were fully constrained based on the assessed probability of achievement.
−Removed: The Company will re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust the estimate of the transaction price.
−Removed: During the years ended December 31, 2022 and 2021, the Company recognized $ 13.5 million and $ 9.8 million, respectively of revenue associated with the Novartis Agreement based on performance completed during that period.
−Removed: Additionally, during the years ended December 31, 2022 and 2021, the Company incurred $ 4.5 million and $ 3.3 million, respectively of costs associated with the Novartis Agreement that were recorded within research and development expenses in the statements of operations.
−Removed: The research term is anticipated to end during March 2023 and the balance of deferred revenue, which was $ 3.9 million as of December 31, 2022, is classified as current.
−Removed: As of December 31, 2021, the Company had current and long-term deferred revenue of $ 11.4 million and $ 1.5 million, respectively, from the Novartis Agreement.
+Added: During the years ended December 31, 2023 and 2022, the Company recognized $ 5.8 million and $ 13.5 million, respectively, of revenue associated with the Novartis Agreement, of which $ 1.9 million and $ 4.5 million, respectively, related to cost reimbursements under the Novartis Agreement that offset costs incurred within research and development expenses in the statements of operations.
+Added: The research term ended in March 2023.
Commitments and Contingencies
−Removed: In August 2019, the Company entered a lease for laboratory and office space located at 830 Winter Street Waltham, Massachusetts with a term that expires on September 30, 2024 , subject to certain renewal options, which are not deemed highly probable of renewal.
−Removed: The Company provided a letter of credit in the amount of $ 0.6 million as security for the lease which expires January 31, 2025 .
−Removed: The cash securing the letter of credit of $ 0.6 million is classified as restricted cash on the consolidated balance sheet.
−Removed: In April 2020, laboratory and office space also located at 830 Winter Street was secured through a sublease that commenced in June 2020.
−Removed: The expected term of the lease upon commencement was through March 2026, however, in October 2022 the lease was terminated.
−Removed: O n November 1, 2021, the Company entered a lease for laboratory and office space located at 880 Winter Street Waltham, Massachusetts with a term that expires on December 31, 2032 .
−Removed: This lease commenced when the Company obtained possession of the underlying asset on October 28, 2022 at which time the Company recorded a right-of-use asset of $ 57.7 million and a corresponding lease liability of $ 53.5 million , which represents the present value of future payments under the lease.
−Removed: The discount rate used to calculate the net present value of future payments was the Company’s incremental borrowing rate at the Lease Commencement Date, which was 9.9 %.
−Removed: At the time of lease commencement, prepaid rent o f $ 4.2 million was reclassed to the right-of-use asset.
−Removed: The Company provided a letter of credit in the amount of $ 4.4 million as a security for the lease, which renews each calendar year up to but not beyond April 1, 2033.
−Removed: The cash securing the letter of credit of $ 4.4 m illion is classified as restricted cash on the consolidated balance sheet.
−Removed: Annual fixed rent payments of $ 7.6 million will commence on January 1, 2023 through the original term of the lease, subject to annual increases of 3 %.
+Added: The Company leases two facilities at 880 Winter Street and 830 Winter Street in Waltham, Massachusetts.
+Added: Each lease has specified terms and includes renewal options.
+Added: Given uncertainty as to the Company's intentions with respect to these leases, the renewal options were not deemed reasonably certain.
+Added: On November 8, 2023, the Company entered into a lease amendment extending the expiration date of the 830 Winter Street Lease from September 30, 2024 to October 31, 2029 and provides for one option to renew the 830 Winter Street Lease for a five-year period commencing on November 1, 2029 , resulting in an increase in the lease liability of $ 6.2 million.
Summary of lease cost
20 unchanged sentences
As of December 31, 2022, the weighted average remaining lease term was 9.7 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 9.8 % .
−Removed: Brigham and Women’s License Agreement
−Removed: The Company obtained the worldwide exclusive license to its foundational technology from The Brigham and Women’s Hospital, Inc.
+Added: Brigham and Women’s License Agreement
+Added: The Company obtained the worldwide exclusive license to its foundational technology from The Brigham and Women’s Hospital, Inc.
The license, as amended, grants worldwide exclusive use to the patent underlying the TargetScan technology in exchange for fees including development milestones and various royalties on product sales should they occur in the future.
15 unchanged sentences
The first tranche of the loan is convertible at the option of K2HV at a conversion price of $ 4.785 per share and future tranches will be convertible as specified in the agreement, provided that, such price shall be subject to the applicable conversion price floor and other adjustments in accordance with the Loan Agreement.
−Removed: The embedded conversion option meets the derivative accounting scope exception since the embedded conversion option is indexed to the Company’s own common stock and qualifies for classification within stockholders’
+Added: The embedded conversion option meets the derivative accounting scope exception since the embedded conversion option is indexed to the Company’s own common stock and qualifies for classification within stockholders’ equity.
The Company has the option to prepay all, but not less than all, of the outstanding principal balance of the term loans under the Loan Agreement subject to a prepayment fee ranging from 4 % to 1 % depending upon when the prepayment occurs.
1 unchanged sentence
If, upon equity conversion, K2HV receives gross proceeds in an amount equal to at least 1.5 multiplied by the principal amount converted from the sale or other disposition of such Conversion Shares (as defined in the Loan Agreement), then as to such principal amount, the Exit Fee will be reduced to zero.
−Removed: The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets (other than intellectual property), subject to certain exceptions.
+Added: The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets (other than intellectual property), subject to certain exceptions.
The Loan Agreement contains customary representations and warranties, and also includes customary events of default, including payment default, breach of covenants, change of control, and material adverse effects.
−Removed: The Loan Agreement restricts certain activities, such as disposing of the Company’s business or certain assets, incurring additional debt or liens or making payments on other debt, making certain investments and declaring dividends, acquiring or merging with another entity, engaging in transactions with affiliates or encumbering intellectual property, among others.
+Added: The Loan Agreement restricts certain activities, such as disposing of the Company’s business or certain assets, incurring additional debt or liens or making payments on other debt, making certain investments and declaring dividends, acquiring or merging with another entity, engaging in transactions with affiliates or encumbering intellectual property, among others.
During the term of the Loan Agreement, the Company must maintain minimum unrestricted cash and cash equivalents equal to 5.0 times the average monthly cash burn measured over the trailing three-month period.
Upon the occurrence of an event of default, a default interest rate of an additional 5 % per annum may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and exercise all of its rights and remedies as set forth in the Loan Agreement and under applicable law.
−Removed: The Company recorded $ 0.9 million in interest expense for the year ended December 31, 2022 .
+Added: The Company recorded $ 3.8 million and $ 1.2 million in interest expense for the years ended December 31, 2023 and 2022 , respectively.
The effective interest rate on the Loan Agreement, including the amortization of the debt discount and issuance costs, and accretion of the Exit Fee, was 12.82 % at December 31, 2023.
3 unchanged sentences
unamortized debt discount and final fee
−Removed: Long-term debt
+Added: current portion of long-term debt
+Added: Long-term debt, net
Retirement Plan
7 unchanged sentences
Net loss per share, basic and diluted
+Added: The 47,010,526 shares of the Company's common stock issuable upon exercise of the Pre-Funded Warrants described in Note 6 are included as outstanding common stock in the calculation of basic and diluted net loss per share.
The Company has two classes of common stock, each with identical participation rights to earnings and liquidation preferences, and therefore the calculation of net loss per share as described above is identical to the calculation under the two-class method.
2 unchanged sentences
Common stock issuable upon conversion of Loan Agreement
−Removed: Unvested restricted common stock
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.