Form 4: Lynx1 Capital Management Acquires 7.5 Million Pre-Funded Warrants in TScan Therapeutics

Lynx1 Capital Management, a significant shareholder in TScan Therapeutics, has acquired 7.5 million pre-funded warrants exercisable into common stock, subject to certain ownership limitations.

Summary

• Lynx1 Capital Management LP acquired 7,500,000 pre-funded warrants of TScan Therapeutics, Inc. on December 26, 2024.
• The warrants have an exercise price of $0.0001.
• The warrants are exercisable at any time on or after December 27, 2024, until fully exercised, but are subject to a 'Blocker' provision.
• The 'Blocker' prevents the holder from exercising the warrants if, after the exercise, the holder and related parties would beneficially own more than 9.99% of the outstanding common stock.
• Due to the Blocker, the Pre-funded Warrants beneficially owned by the Reporting Persons are not presently exercisable.
• The securities are held by Lynx1 Master Fund LP and a managed account, with Lynx1 Capital Management LP acting as the investment manager.
• Weston Nichols, as the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager, disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: Neutral sentiment as it's a standard SEC filing related to warrant acquisition. The 'Blocker' provision introduces a slight element of uncertainty.

Negatives

• The 'Blocker' provision currently prevents the exercise of the warrants due to ownership limitations.

Risks

• The 'Blocker' provision could limit the ability of Lynx1 Capital Management to fully exercise the warrants if their ownership stake exceeds the 9.99% threshold.

Future Outlook

The holder may exercise the Pre-funded Warrant at any time and from time to time on or after December 27, 2024, until it has been exercised in full, subject to the Blocker.

Management Comments

• Weston Nichols, as the sole member of Lynx1 Capital Management GP LLC, disclaims beneficial ownership of the securities except to the extent of his pecuniary interest.

Industry Context

Hedge funds and investment firms often use warrants as part of their investment strategy, especially in the biotechnology sector, to gain potential upside while managing risk.

Stakeholder Impact

• The acquisition of warrants by Lynx1 Capital Management could signal confidence in TScan Therapeutics' future prospects to other shareholders.
• The potential exercise of these warrants could lead to dilution of existing shareholders' equity.

Key Dates