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    SEC Form 8-K filed by TScan Therapeutics Inc.

    7/2/25 7:00:26 AM ET
    $TCRX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $TCRX alert in real time by email
    8-K
    false 0001783328 0001783328 2025-06-30 2025-06-30
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported) June 30, 2025

     

     

    TSCAN THERAPEUTICS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-40603   82-5282075

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    830 Winter Street,

    Waltham, Massachusetts

      02451
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code (857) 399-9500

    Not Applicable

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trade

    Symbol(s)

     

    Name of each exchange

    on which registered

    Voting Common Stock, $0.0001 par value per share   TCRX   The Nasdaq Global Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.07

    Submission of Matters to a Vote of Security Holders.

    On June 30, 2025, TScan Therapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The Company held its Annual Meeting to consider and vote on the two proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on May 14, 2025. The final voting results are set forth below.

    Proposal 1 - Election of Class I Directors

    The stockholders of the Company elected Stephen Biggar, M.D., Ph.D., Gavin MacBeath, Ph.D. and Garry Nicholson as Class I directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2028 and until their successor has been duly elected and qualified or until their earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the Class I directors were as follows:

     

    Name    Votes
    For
       Votes
    Withheld
       Broker
    Non-Votes

    Stephen Biggar, M.D., Ph.D.

       31,050,072    460,919    14,313,890

    Gavin MacBeath, Ph.D.

       31,204,939    306,052    14,313,890

    Garry Nicholson

       25,650,072    5,860,919    14,313,890

    Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

    The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to such ratification were as follows:

     

    Votes
    For

      

    Votes
    Against

      

    Abstain

    45,724,929    64,187    35,765

    No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

     


    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        TScan Therapeutics, Inc.
    Date: July 2, 2025     By:  

    /s/ Gavin MacBeath

          Gavin MacBeath
          Chief Executive Officer
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