Lynx1 Capital Management LP - Apr 19, 2024 Form 4 Insider Report for TScan Therapeutics, Inc. (TCRX)

Role: 10%+ Owner
Signature: Lynx1 Capital Management LP, By: Lynx1 Capital Management GP LLC, its general partner, By: /s/ Weston Nichols, Sole Member
Stock symbol: TCRX
Transactions as of: Apr 19, 2024
Transactions value $: $35,649,500
Form type: 4
Date filed: 4/23/2024, 04:15 PM
Previous filing: Jun 2, 2023
Next filing: Aug 9, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TCRX	Pre-funded Warrant (right to buy)	Purchase	$35.6M	+5M		$7.13	5M	Apr 19, 2024	Common Stock	5M	$0.00	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after April 19, 2024, exercise the Pre-funded Warrant until it has been exercised in full. The Pre-funded Warrants reported herein contain an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrants until such time as the holder, together with the Reporting Persons and certain other related parties, would not beneficially own after any such exercise more than 4.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, the Pre-funded Warrants beneficially owned by the Reporting Persons are not presently exercisable.
F2	The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.

Content

Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after April 19, 2024, exercise the Pre-funded Warrant until it has been exercised in full. The Pre-funded Warrants reported herein contain an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrants until such time as the holder, together with the Reporting Persons and certain other related parties, would not beneficially own after any such exercise more than 4.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, the Pre-funded Warrants beneficially owned by the Reporting Persons are not presently exercisable.

The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.