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BVF group reports near‑10% stake in TScan Therapeutics (NASDAQ: TCRX)

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Biotechnology Value Fund, L.P. and affiliated reporting persons amended their Schedule 13G/A to disclose shared beneficial ownership and exercisable pre-funded warrants in TScan Therapeutics. As of March 31, 2026, the Reporting Persons held Pre-Funded Warrants exercisable for an aggregate of 8,784,348 shares, with exercise limited by a 9.99% blocker.

The filing states BVF beneficially owned 3,014,267 shares (5.4%), BVF2 beneficially owned 1,868,548 shares (3.3%), and Trading Fund OS beneficially owned 560,400 shares (1.0%). Aggregated positions are reported as 5,578,288 shares (9.99%) for Partners, BVF Inc., and Mr. Lampert; BVF GPH may be deemed to own 4,882,815 shares (8.7%). The filing cites 52,625,035 shares outstanding as of February 27, 2026 and notes 3,199,687 shares issued on March 27, 2026 upon prior exercises; 13,998 shares remain issuable under the Pre-Funded Warrants within the blocker limit.

Positive

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Negative

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Insights

Schedule 13G/A reports aggregated beneficial ownership and exercise limits tied to non‑expiring pre‑funded warrants.

The filing discloses 8,784,348 shares underlying Pre‑Funded Warrants exercisable at <$0.0001> and subject to a 9.99% exercise blocker. It details which entities may be deemed beneficial owners through GP and manager relationships and includes multiple formal disclaimers of beneficial ownership.

Key dependencies include the issuer's outstanding share count (52,625,035 as of February 27, 2026) and prior exercises on March 27, 2026. Cash‑flow treatment is not addressed in the excerpt; future filings would reflect further exercises or ownership changes.

The group reports near‑10% aggregated economic exposure through shares and exercisable warrants, constrained by a 9.99% blocker.

The filing lists aggregate beneficial holdings of 5,578,288 shares for Partners/BVF Inc./Mr. Lampert and notes sizeable additional warrant capacity (8,784,348 underlying shares), although the blocker restricts immediate conversion to a small number (13,998 currently exercisable without breaching 9.99%).

Reporting persons are organized through GP and management entities; voting/dispositive powers are shared as shown. The actual potential dilution depends on future exercises and adherence to the blocker; cash‑flow treatment is not specified in the excerpt.

Shares underlying Pre‑Funded Warrants 8,784,348 shares aggregate exercisable underlying warrants, as of March 31, 2026
BVF beneficially owned 3,014,267 shares BVF position, 5.4% of class as of March 31, 2026
BVF2 beneficially owned 1,868,548 shares BVF2 position, 3.3% of class as of March 31, 2026
Trading Fund OS beneficially owned 560,400 shares Trading Fund OS position, 1.0% of class as of March 31, 2026
Shares outstanding used 52,625,035 shares Shares outstanding as of February 27, 2026 used for percentage calculations
Shares issued on March 27, 2026 3,199,687 shares Shares issued upon exercise of certain Pre‑Funded Warrants on March 27, 2026
Aggregated reported ownership 5,578,288 shares Aggregate beneficial holdings attributed to Partners/BVF Inc./Mr. Lampert, ~9.99% of class
Blocker limit exercisable 13,998 shares Number of shares currently exercisable under the Pre‑Funded Warrants without exceeding 9.99% blocker
Pre‑Funded Warrant financial
"held Pre‑Funded Warrants exercisable for an aggregate of 8,784,348 Shares"
Pre‑Funded Warrants Blocker regulatory
"the "Pre‑Funded Warrants Blocker" limits the exercise of the Pre‑Funded Warrants"
Beneficially owned regulatory
"BVF beneficially owned 3,014,267 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared dispositive power regulatory
"Shared Dispositive Power 3,014,267.00"

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

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FAQ

What stake does BVF report in TCRX?

BVF reports beneficial ownership of 3,014,267 shares (5.4%) as of March 31, 2026. The filing states this total includes 13,998 shares issuable under Pre‑Funded Warrants subject to a 9.99% blocker and excludes other warrant‑underlying shares.

How many shares do the Reporting Persons hold via pre‑funded warrants?

The Reporting Persons and a Partners managed account held Pre‑Funded Warrants exercisable for an aggregate of 8,784,348 shares. The warrants are exercisable at $0.0001 per share and subject to the filing’s stated 9.99% blocker on exercises.

What is the company share count used to calculate percentages?

Percentages are based on a denominator of 52,625,035 shares outstanding as of February 27, 2026, plus 3,199,687 shares issued on March 27, 2026 from prior warrant exercises and 13,998 shares issuable under certain Pre‑Funded Warrants referenced in the filing.

Does the filing show who controls voting or disposition rights?

Yes. The filing indicates shared voting and dispositive power among related entities (GPs, Partners, BVF GPH) over the reported shares. Specific sole versus shared powers are listed on the cover page items referenced in the statement.





89854M101

(CUSIP Number)
03/31/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




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SCHEDULE 13G



BIOTECHNOLOGY VALUE FUND L P
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
BVF I GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
BIOTECHNOLOGY VALUE FUND II LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
BVF II GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
Biotechnology Value Trading Fund OS LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
BVF Partners OS Ltd.
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
BVF GP HOLDINGS LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
BVF PARTNERS L P/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
BVF INC/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:05/15/2026
LAMPERT MARK N
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert
Date:05/15/2026