Lynx1 Discloses 15.0% Stake (7.86M) in TScan Therapeutics (TCRX)

Lynx1 Capital Management LP and Weston Nichols filed Amendment No.2 to a Schedule 13G reporting beneficial ownership of 7,857,347 shares of TScan Therapeutics voting common stock, representing 15.0% of the class.

Rhea-AI Filing Summary

Lynx1 Capital Management LP and Weston Nichols filed Amendment No.2 to a Schedule 13G reporting beneficial ownership of 7,857,347 shares of TScan Therapeutics voting common stock, representing 15.0% of the class. The percentage is calculated using 52,314,039 shares outstanding as of May 7, 2025, and the shares are directly held by Lynx1 Master Fund LP.

The cover data shows 0 shares as sole voting or dispositive power and 7,857,347 shares as shared voting and dispositive power. The filing is a Schedule 13G with a certification that the securities were not acquired to change or influence control. The statement is signed by Weston Nichols on behalf of Lynx1 and individually, dated 08/14/2025.

Positive

• Material ownership disclosed: Reporting Persons beneficially own 7,857,347 shares, representing 15.0% of TScan's voting common stock.
• Transparency on holding vehicle: Shares are directly held by Lynx1 Master Fund LP and reported by Lynx1 Capital Management LP and Weston Nichols.
• Passive intent certified: The Schedule 13G includes a certification that the securities were not acquired to change or influence control.

Negative

• None.

Insights

Financial Analyst

TL;DR: A material passive stake reported — 7.86M shares (15.0%) held via Lynx1 Master Fund.

The filing discloses a significant 15.0% position in TScan Therapeutics held by Lynx1 Master Fund LP, managed by Lynx1 Capital Management LP. The report indicates shared voting and dispositive power for 7,857,347 shares and zero sole power, consistent with an investment manager position rather than direct control. The use of Schedule 13G and the certification language explicitly state passive intent, which limits immediate governance implications but makes Lynx1 a consequential holder for investors to monitor.

Corporate Governance Expert

TL;DR: Significant disclosure of shared control rights, but formally passive under Schedule 13G.

The amendment clarifies ownership via an investment fund structure and records shared voting/dispositive authority over 7,857,347 shares, equal to 15.0% of the outstanding voting stock (based on 52,314,039 shares). The certification that the position was not acquired to influence control suggests no immediate activism is claimed. Nevertheless, a stakeholder with 15% can be influential in practice; the filing provides transparency on who holds the stake, the filing date, and the signer, Weston Nichols.

FAQ

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

How many TCRX shares does Lynx1 report owning?

7,857,347 shares, representing 15.0% of the voting common stock based on 52,314,039 shares outstanding as of May 7, 2025.

Who filed the Schedule 13G/A for TScan Therapeutics (TCRX)?

Lynx1 Capital Management LP (investment manager) and Weston Nichols (sole member of the GP) filed the amendment.

Is the reported position passive or intended to influence control?

The filing is a Schedule 13G and includes a certification that the securities were not acquired to change or influence control, indicating passive intent.

How is voting and dispositive power reported?

The filing reports 0 shares as sole voting/dispositive power and 7,857,347 shares as shared voting and dispositive power.

When was the Schedule 13G/A signed?

The document is signed by Weston Nichols on behalf of Lynx1 and individually, dated 08/14/2025.

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

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Accepted by SEC EDGAR 08/14/2025 - 07:06 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

TScan Therapeutics, Inc.

(Name of Issuer)

Voting Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89854M101

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 89854M101

1

Names of Reporting Persons

Lynx1 Capital Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,857,347.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,857,347.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,857,347.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

15.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 89854M101

1

Names of Reporting Persons

Weston Nichols

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,857,347.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,857,347.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,857,347.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

15.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TScan Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 830 Winter Street, Waltham, Massachusetts 02451
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Lynx1 Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment manager to Lynx1 Master Fund LP (the "Lynx1 Fund"), with respect to the shares of voting common stock, par value $0.0001 per share ("Voting Common Stock") of TScan Therapeutics, Inc., a Delaware corporation (the "Company") directly held by the Lynx1 Fund; and (ii) Mr. Weston Nichols ("Mr. Nichols"), the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager, with respect to the shares of Voting Common Stock directly held by the Lynx1 Fund. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: Lynx1 Capital Management LP D81 Calle C Suite 301, PMB 1202 Dorado, PR, 00646-2051 Weston Nichols c/o Lynx1 Capital Management LP D81 Calle C Suite 301, PMB 1202 Dorado, PR, 00646-2051
(c)	Citizenship: Investment Manager - Delaware Mr. Nichols - United States of America
(d)	Title of class of securities: Voting Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 89854M101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 52,314,039 shares of Voting Common Stock outstanding as of May 7, 2025, as reported in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 14, 2025.
(b)	Percent of class: 15.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Lynx1 Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Voting Common Stock reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lynx1 Capital Management LP

Signature:	/s/ Weston Nichols
Name/Title:	By: Lynx1 Capital Management GP LLC, General Partner, By: Weston Nichols, Sole Member
Date:	08/14/2025

Weston Nichols

Signature:	/s/ Weston Nichols
Name/Title:	Weston Nichols, Individually
Date:	08/14/2025