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Biotechnology Value Fund group (TCRX) reports 9.99% TScan ownership with large warrants

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Biotechnology Value Fund and affiliates report significant ownership in TScan Therapeutics, Inc. (TCRX). As of June 30, 2026, BVF, BVF2, Trading Fund OS and related entities and a managed account beneficially owned an aggregate of 6,417,831 shares of Voting Common Stock, representing approximately 9.99% of the outstanding shares. This includes Pre-Funded Warrants exercisable for 1,219,288 shares at an exercise price of $0.0001 per share, which do not expire and are subject to a 9.99% beneficial ownership blocker that currently limits exercisability to 853,541 underlying shares. Individually, BVF holds 3,649,002 shares (about 5.7%) and BVF2 holds 2,662,237 shares (about 4.2%), with various BVF general partners and management entities deemed to share voting and dispositive power over these positions.

Positive

  • None.

Negative

  • None.
Aggregate beneficial ownership 6,417,831 shares Shares beneficially owned in aggregate by BVF, BVF2, Trading Fund OS and Partners Managed Account as of June 30, 2026
Aggregate ownership percentage 9.99% Approximate percentage of TScan Voting Common Stock beneficially owned by Partners, BVF Inc. and Mark N. Lampert
BVF holdings 3,649,002 shares Shares beneficially owned by Biotechnology Value Fund, L.P., including 547,031 warrant shares, about 5.7% of the class
BVF II holdings 2,662,237 shares Shares beneficially owned by Biotechnology Value Fund II, L.P., including 306,510 warrant shares, about 4.2% of the class
Pre-Funded Warrants aggregate 1,219,288 shares Total shares underlying Pre-Funded Warrants held by the Reporting Persons and a managed account
Exercisable under blocker 853,541 shares Portion of underlying Pre-Funded Warrant shares currently exercisable due to 9.99% ownership blocker
Exercise price of warrants $0.0001 per share Exercise price of the Pre-Funded Warrants, which do not expire
Shares outstanding baseline 61,074,229 shares Voting Common Stock outstanding as of May 1, 2026 used in ownership percentage calculations
Pre-Funded Warrants financial
"held Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 1,219,288 Shares."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Pre-Funded Warrants Blocker financial
"would cause the aggregate number of Shares beneficially owned ... to exceed 9.99% ... (the "Pre-Funded Warrants Blocker")."
beneficially owned financial
"As of the close of business on June 30, 2026, (i) BVF beneficially owned 3,649,002 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.
managed account financial
"the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held Pre-Funded Warrants"
voting and dispositive power financial
"share voting and dispositive power over the Shares beneficially owned by BVF"

FAQ

What percentage of TScan Therapeutics (TCRX) does Biotechnology Value Fund report owning?

Biotechnology Value Fund and affiliated entities report beneficial ownership of 6,417,831 shares of TScan Therapeutics, representing approximately 9.99% of the outstanding Voting Common Stock as of June 30, 2026, including shares underlying certain Pre-Funded Warrants.

How many TScan Therapeutics (TCRX) shares do BVF and BVF II each beneficially own?

As of June 30, 2026, Biotechnology Value Fund, L.P. beneficially owns 3,649,002 shares (about 5.7%), and Biotechnology Value Fund II, L.P. beneficially owns 2,662,237 shares (about 4.2%) of TScan Therapeutics’ Voting Common Stock.

What are the key terms of the Pre-Funded Warrants held in TScan Therapeutics (TCRX)?

The Reporting Persons hold Pre-Funded Warrants exercisable for 1,219,288 shares of TScan Therapeutics at an exercise price of $0.0001 per share. The warrants do not expire and are subject to a 9.99% beneficial ownership blocker limiting exercisability.

How does the 9.99% blocker affect BVF’s TScan Therapeutics (TCRX) warrant exercises?

A 9.99% beneficial ownership blocker prevents exercises that would push ownership above 9.99% of outstanding shares. As of June 30, 2026, it limits exercise to 853,541 of the 1,219,288 underlying warrant shares held by the Reporting Persons and a managed account.

What share count did BVF use to calculate its TScan Therapeutics (TCRX) ownership percentages?

Ownership percentages are based on a denominator comprising 61,074,229 shares outstanding as of May 1, 2026, plus 2,314,783 shares issued on June 26, 2026 upon warrant exercise, and 853,541 shares issuable upon exercise of certain Pre-Funded Warrants.

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

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Learn about SEC filing dates





89854M101

(CUSIP Number)
06/30/2026

(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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BIOTECHNOLOGY VALUE FUND L P
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF I GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BIOTECHNOLOGY VALUE FUND II LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF II GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
Biotechnology Value Trading Fund OS LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF Partners OS Ltd.
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF GP HOLDINGS LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF PARTNERS L P/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF INC/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
LAMPERT MARK N
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert
Date:08/14/2026