TScan Therapeutics, Inc. (TCRX) is the issuer in a Schedule 13G reporting 3,453,388 shares of voting common stock, or 5.4%, as beneficially owned by Readout Capital, LP, Readout Capital GP, LLC, and Matthew Smith. Each reports shared voting and dispositive power over the shares, with no sole voting or dispositive power reported.
The shares are held directly by Readout Capital Master Fund, LP and the Sub-Advised Funds. Readout Capital, LP is their investment manager, Readout Capital GP, LLC is the firm's general partner, and Smith is the GP's managing member. The percentage calculation uses 63,502,667 shares outstanding as of August 7, 2026.
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 Voting Powerfinancial
"Shared Voting Power 3,453,388.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 3,453,388.00"
investment managerfinancial
"the investment manager to Readout Capital Master Fund, LP"
Sub-Advised Fundsfinancial
"the Master Fund and the Sub-Advised Funds"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many TCRX shares did the reporting persons report owning?
The reporting persons each report beneficial ownership of 3,453,388 shares, or 5.4% of TScan's voting common stock. The shares are held directly by Readout Capital Master Fund, LP and the Sub-Advised Funds.
Who has voting and dispositive power over the reported TCRX shares?
The three reporting persons report shared voting and dispositive power over the shares. Readout Capital, LP may be deemed to exercise that power as investment manager; Readout Capital GP, LLC through its general-partner role; and Matthew Smith through his role as the GP's managing member.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TScan Therapeutics, Inc.
(Name of Issuer)
Voting Common Stock, $0.0001 par value per share
(Title of Class of Securities)
89854M101
(CUSIP Number)
09/21/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
89854M101
1
Names of Reporting Persons
Readout Capital, 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
3,453,388.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,453,388.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,453,388.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
89854M101
1
Names of Reporting Persons
Readout Capital GP, LLC
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
3,453,388.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,453,388.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,453,388.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
89854M101
1
Names of Reporting Persons
Matthew Smith
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
3,453,388.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,453,388.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,453,388.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
HC, 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 being filed by (i) Readout Capital, LP, ( the "Firm"), (ii) Readout Capital GP, LLC ("Readout GP"), and (iii) Matthew Smith. Each a "Reporting Person."
Readout GP is the General Partner to the Firm. Matthew Smit is a Managing Member of Readout GP.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 1630 Columbia Road NW, Unit 418, Washington, D.C. 20009.
(c)
Citizenship:
See Item 4 of the cover page for each Reporting Person.
(d)
Title of class of securities:
Voting Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
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:
See Item 9 of the cover page for each Reporting Person.
By virtue of the Firm's position as the investment manager to Readout Capital Master Fund, LP (the "Master Fund") and the Sub-Advised Funds ("the Sub-Advised Funds"), the direct holders of an aggregate of 3,453,388 of Voting Common Stock, $0.0001 par value per share (the "Common Stock") of TScan Therapeutics, Inc. (the "Issuer"). The Firm may be deemed to exercise voting and investment power over such shares of Common Stock held by the Master Fund and the Sub-Advised Funds, and thus may be deemed to beneficially own such shares of Common Stock. By virtue of its position as the General Partner to the Firm, Readout GP may be deemed to exercise voting and investment power over the shares of Common Stock held directly by the Master Fund and the Sub-Advised Funds, and thus may be deemed to beneficially own such shares of Common Stock. By virtue of Matthew Smith's position as the Managing Member of Readout GP, Matthew Smith may be deemed to exercise voting and investment power over the shares of Common Stock held directly by the Master Fund and the Sub-Advised Funds, and thus may be deemed to beneficially own such shares of Common Stock.
Ownership percentages are based on 63,502,667 shares of Common Stock reported as issued and outstanding as of August 7, 2026 in the Issuer's Quarterly Form 10-Q filed with the Securities and Exchange Commission on August 12, 2026.
(b)
Percent of class:
See Item 11 of the cover page for each Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
