TScan Therapeutics (NASDAQ: TCRX) wins vote to double authorized common stock

Rhea-AI Filing Summary

TScan Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized voting common stock from 300,000,000 to 600,000,000 shares, and the amendment became effective upon filing in Delaware on May 20, 2026.

Katina Dorton and R. Keith Woods were elected as Class II directors to serve until the 2029 annual meeting. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved an adjournment proposal, though adjournment was not needed.

Insights

Equity & Corporate Actions Analyst

TScan shareholders approved doubling authorized common shares and routine annual items.

TScan Therapeutics obtained stockholder approval to increase authorized voting common stock from 300,000,000 to 600,000,000 shares. This change expands the company’s capacity to issue additional equity for potential future financing, compensation, or strategic purposes, though no specific issuances are described in this content.

The meeting also produced routine outcomes: two Class II directors were elected through 2029, Deloitte & Touche LLP was ratified as auditor for the year ending December 31, 2026, and an adjournment proposal passed but was not used. Overall, these actions are standard governance matters, with the authorization increase simply creating flexibility for future capital structure decisions.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized voting common stock: 600,000,000 shares Prior authorized voting common stock: 300,000,000 shares Votes for share increase: 35,913,605 votes +3 more

6 metrics

Authorized voting common stock 600,000,000 shares Authorized after charter amendment approval

Prior authorized voting common stock 300,000,000 shares Authorized before charter amendment

Votes for share increase 35,913,605 votes Proposal to increase authorized voting common stock

Votes for auditor ratification 38,497,976 votes Ratification of Deloitte & Touche LLP for 2026

Broker non-votes (key proposals) 15,247,179 votes Reported for several proposals at 2026 Annual Meeting

Votes for adjournment proposal 21,897,635 votes Approval of adjournment authority (not used)

Key Terms

Annual Meeting of Stockholders, authorized shares, Amended and Restated Certificate of Incorporation, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On May 20, 2026, TScan Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders"

authorized shares financial

"to increase the number of authorized shares of voting common stock from 300,000,000 to 600,000,000"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Amended and Restated Certificate of Incorporation financial

"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

independent registered public accounting firm financial

"ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes For, Votes Against, Abstain, Broker Non-Votes 38,497,976 ... 15,247,179"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

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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) May 20, 2026

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 20, 2026, TScan Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of voting common stock from 300,000,000 to 600,000,000. On May 20, 2026, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2026, the Company held its Annual Meeting to consider and vote on the four 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 April 17, 2026. The final voting results are set forth below.

Proposal No. 1 - Election of Class II Directors

The stockholders of the Company elected Katina Dorton, J.D., M.B.A. and R. Keith Woods as Class II directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029 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 II directors were as follows:

Name		Votes For				Votes Withheld				Broker Non-Votes
Katina Dorton, J.D., M.B.A.			19,665,447				4,508,811				15,247,179
R. Keith Woods			23,305,311				868,947				15,247,179

Proposal No. 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, 2026. The results of the stockholders’ vote with respect to such ratification were as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
38,497,976		637,978		285,483		15,247,179

Proposal No. 3 - Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation

The stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of voting common stock from 300,000,000 shares to 600,000,000 shares. The results of the stockholders’ vote with respect to such approval were as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
35,913,605		3,177,381		330,451		15,247,179

Proposal No. 4 - Approval of a Proposal to Adjourn the Annual Meeting

Although Proposal No. 4 was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Annual Meeting to approve Proposal No. 3, it was approved by the requisite vote as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
21,897,635		2,007,636		268,987		15,247,179

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

Item 9.01 Financial Statements and Exhibits

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of TScan Therapeutics, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 22, 2026				By:		/s/ Gavin MacBeath
						Gavin MacBeath
						Chief Executive Officer

FAQ

What key charter change did TScan Therapeutics (TCRX) approve at the 2026 Annual Meeting?

Stockholders approved an amendment to increase authorized voting common stock from 300,000,000 to 600,000,000 shares. The Certificate of Amendment was filed in Delaware on May 20, 2026 and became effective upon filing, expanding flexibility for potential future share issuances.

Which directors were elected at TScan Therapeutics’ 2026 Annual Meeting?

Stockholders elected Katina Dorton, J.D., M.B.A. and R. Keith Woods as Class II directors. Each will serve a three-year term ending at the annual meeting of stockholders to be held in 2029, continuing until a successor is elected or earlier resignation or removal.

Did TScan Therapeutics (TCRX) ratify its independent auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as TScan Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 38,497,976 votes for, 637,978 against, 285,483 abstentions, and 15,247,179 broker non-votes.

How did TScan Therapeutics stockholders vote on increasing authorized common shares?

For the charter amendment to increase authorized voting common stock to 600,000,000 shares, stockholders cast 35,913,605 votes for, 3,177,381 against, and 330,451 abstentions, with 15,247,179 broker non-votes. This approval enabled filing of the effective Certificate of Amendment in Delaware.

What happened with the adjournment proposal at TScan Therapeutics’ 2026 Annual Meeting?

Stockholders approved the adjournment proposal with 21,897,635 votes for, 2,007,636 against, 268,987 abstentions, and 15,247,179 broker non-votes. However, adjournment was not necessary because there was a quorum and sufficient proxies to approve the charter amendment increasing authorized common stock.

Were any other matters voted on at TScan Therapeutics’ 2026 Annual Meeting?

No. Beyond electing two Class II directors, ratifying Deloitte & Touche LLP as auditor, approving the charter amendment to increase authorized voting common stock, and approving the adjournment proposal, no other matters were submitted to or voted on by TScan Therapeutics’ stockholders.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 6.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB