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  4. [8-K] TScan Therapeutics, Inc. Reports Material Event

TScan sets $822K cash, 2.4M RSUs for CEO

TScan Therapeutics adopts a retention program providing substantial cash and RSU awards to key executives, tied to clinical and financing milestones.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TScan Therapeutics, Inc. (TCRX) approved a key employee retention program on September 8, 2026 that grants significant cash and equity incentives to selected employees, including Chief Executive Officer Gavin MacBeath, Ph.D., and Chief Legal and Strategy Officer Zoran Zdraveski, JD, Ph.D.

Under this program, Dr. MacBeath is eligible for a $822,000 cash award and 2,400,000 RSUs, and Dr. Zdraveski for a $416,000 cash award and 1,050,000 RSUs. Portions of the cash awards are scheduled to be paid in November 2026 and February 2027, with the remainder tied to a clinical milestone for the company’s in vivo solid tumor program. The RSUs are to be granted under the Amended and Restated 2021 Equity Incentive Plan, with one-third vesting upon achievement of a financing milestone and the remaining two-thirds vesting in equal installments on the first and second anniversaries of that financing milestone, subject to continued service and plan terms.

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Filing Explained

The September 8 approval creates retention-program cash commitments and potential equity awards, but the filing places the equity at the future-grant stage: cash payments are partly scheduled for November 2026 and February 2027, while the remaining cash and RSU vesting depend on stated milestones and continued service.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
CEO cash retention award $822,000 Cash award for CEO Gavin MacBeath, Ph.D., under the retention program
Chief Legal and Strategy Officer cash retention award $416,000 Cash award for Zoran Zdraveski, JD, Ph.D., under the retention program
CEO RSUs 2,400,000 RSUs Restricted stock units to be granted to CEO under the 2021 Plan
Chief Legal and Strategy Officer RSUs 1,050,000 RSUs Restricted stock units to be granted to Chief Legal and Strategy Officer under the 2021 Plan
Initial RSU vesting portion 1/3 of RSUs Vests upon achievement of the Financing Milestone
Subsequent RSU vesting portion 2/3 of RSUs Vests in equal installments on first and second anniversaries of the Financing Milestone
Staged cash payment dates November 2026 and February 2027 Scheduled payments for the first half of the cash awards
restricted stock units financial
"equity-based awards of 2,400,000 restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Amended and Restated 2021 Equity Incentive Plan financial
"to be made under the Company’s Amended and Restated 2021 Equity Incentive Plan"
Financing Milestone financial
"one-third (1/3) of such RSUs scheduled to vest upon achievement of a certain financing milestone"
Clinical Milestone medical
"the second half of such cash award to be paid upon achievement of certain milestones"
in vivo solid tumor program medical
"milestones relating to the advancement of the Company’s in vivo solid tumor program"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What retention program did TScan Therapeutics (TCRX) approve on September 8, 2026?
TScan Therapeutics approved a retention program providing cash awards and future equity-based awards to certain key employees, including the CEO and Chief Legal and Strategy Officer, with payments and vesting tied to clinical and financing milestones under the company’s Amended and Restated 2021 Equity Incentive Plan.

How much cash will TScan Therapeutics’ CEO receive under the new retention program?
CEO Gavin MacBeath, Ph.D., will receive a $822,000 cash award. One-third of the first half is scheduled to be paid in November 2026, the remaining two-thirds of the first half in February 2027, and the second half is payable upon achievement of a specified clinical milestone.

How many RSUs are included in the TScan Therapeutics retention program for key executives?
Under the program, CEO Gavin MacBeath, Ph.D., is to receive 2,400,000 restricted stock units (RSUs) and Chief Legal and Strategy Officer Zoran Zdraveski, JD, Ph.D., is to receive 1,050,000 RSUs, all to be granted under the company’s Amended and Restated 2021 Equity Incentive Plan.

What are the vesting conditions for the RSUs granted in TScan Therapeutics’ retention program?
For both executives, one-third of the RSUs vest upon achievement of a specified financing milestone, and the remaining two-thirds vest in equal installments on the first and second anniversaries of that financing milestone, subject to continued service and the 2021 Equity Incentive Plan terms.

Which milestones trigger payments under TScan Therapeutics’ retention program?
Cash awards depend partly on a Clinical Milestone tied to advancement of the in vivo solid tumor program. RSU vesting depends on a Financing Milestone, with initial vesting at achievement and additional vesting on the first and second anniversaries of that milestone, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001783328 0001783328 2026-09-08 2026-09-08
 
 

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) September 8, 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)

  

(IRS 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

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Voting Common Stock, par value $0.0001 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2026, the Compensation Committee of the Board of Directors (the “Board”) of TScan Therapeutics, Inc. (the “Company”) approved a retention program designed to retain the employees required to support the Company, including a key employee retention program (the “Retention Program”) that provides for cash awards and the potential future grant of equity-based awards to certain key employees of the Company, including Gavin MacBeath, Ph.D., the Company’s Chief Executive Officer, and Zoran Zdraveski, JD, Ph.D., the Company’s Chief Legal and Strategy Officer. Each of the equity-based awards are to be made under the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”).

Under the Retention Program, Dr. MacBeath and Dr. Zdraveski will receive (i) cash awards of $822,000 and $416,000, respectively, with (A) one-third (1/3) of the first half of such cash awards to be paid in November 2026 and the remaining two-thirds (2/3) of the first half to be paid in February 2027, and (B) the second half of such cash award to be paid upon achievement of certain milestones relating to the advancement of the Company’s in vivo solid tumor program (the “Clinical Milestone”), and (ii) equity-based awards of 2,400,000 restricted stock units (“RSUs”) and 1,050,000 RSUs, respectively, to be granted under the 2021 Plan, with one-third (1/3) of such RSUs scheduled to vest upon achievement of a certain financing milestone (the “Financing Milestone”) and the remaining two-thirds (2/3) vesting in equal installments on the first and second anniversaries of the Financing Milestone, in each case subject to continued service with the Company through the applicable vesting dates and the terms of the 2021 Plan and the applicable award agreement.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on the Company’s beliefs and assumptions and on information currently available to the Company on the date of this Current Report. These forward-looking statements involve substantial risks and uncertainties. Any statements in this Current Report on Form 8-K other than statements of historical fact, including statements about the Company’s future expectations, plans and prospects, constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, express or implied statements regarding expectations, hopes, beliefs, intentions or strategies of the Company regarding the Retention Program, and any other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions. Such forward-looking statements involve substantial risks and uncertainties that could cause the Company’s financial and operating results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements, including the factors discussed in the “Risk Factors” section contained in the quarterly and annual reports that the Company files with the Securities and Exchange Commission. Any forward-looking statements represent the Company’s views only as of the date of this Current Report on Form 8-K. The Company anticipates that subsequent events and developments may cause its views to change. While the Company may elect to update these forward looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required by law even if new information becomes available in the future.

SIGNATURES

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: September 11, 2026     By:  

/s/ Gavin MacBeath, Ph.D.

     

Gavin MacBeath, Ph.D.

Chief Executive Officer
(Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

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