Beneficial Ownership Report · SCHEDULE 13G
TScan Therapeutics, Inc.
TCRXNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- TScan Therapeutics, Inc.
- Company CIK
- 0001783328
- Street
- 830 Winter Street
- City
- Waltham
- State / country code
- MA
- Postal code
- 02451
Statement details
- Security class
- Voting Common Stock, $0.0001 par value per share
- Event date
- 09/21/2026
- Rule designation
- Rule 13d-1(c)
Reporting person 1
- Name
- Readout Capital, LP
- Citizenship / organization
- DE
- Reporting person type
- IA · PN
- Aggregate amount owned
- 3,453,388.00
- Percent of class
- 5.4
- Sole voting power
- 0.00
- Shared voting power
- 3,453,388.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 3,453,388.00
Reporting person 2
- Name
- Readout Capital GP, LLC
- Citizenship / organization
- DE
- Reporting person type
- HC
- Aggregate amount owned
- 3,453,388.00
- Percent of class
- 5.4
- Sole voting power
- 0.00
- Shared voting power
- 3,453,388.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 3,453,388.00
Reporting person 3
- Name
- Matthew Smith
- Citizenship / organization
- X1
- Reporting person type
- HC · IN
- Aggregate amount owned
- 3,453,388.00
- Percent of class
- 5.4
- Sole voting power
- 0.00
- Shared voting power
- 3,453,388.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 3,453,388.00
Item 1
Issuer
TScan Therapeutics, Inc.
Principal executive office address
830 Winter Street, Waltham, MASSACHUSETTS, 02451.
Item 2
Citizenship
See Item 4 of the cover page for each Reporting Person.
Filing person
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.
Principal business or residence address
The principal business address of each of the Reporting Persons is 1630 Columbia Road NW, Unit 418, Washington, D.C. 20009.
Item 3
Not applicable indication
Y
Item 4
Percent of class
See Item 11 of the cover page for each Reporting Person.
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.
Sole voting power
See Item 5 of the cover page for each Reporting Person.
Shared voting power
See Item 6 of the cover page for each Reporting Person.
Sole dispositive power
See Item 7 of the cover page for each Reporting Person.
Shared dispositive power
See Item 8 of the cover page for each Reporting Person.
Item 5
Not applicable indication
Y
Ownership of 5% or less
N
Item 6
Not applicable indication
Y
Item 7
Not applicable indication
Y
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
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.
Exhibits
Exhibit 1: Joint Filing Agreement
Signature 1
- Reporting person
- Readout Capital, LP
- Signed
- Scott Barnes
- Title
- Chief Compliance Officer
- Date
- 09/25/2026
Signature 2
- Reporting person
- Readout Capital GP, LLC
- Signed
- Matthew Smith
- Title
- Managing Member
- Date
- 09/25/2026
Signature 3
- Reporting person
- Matthew Smith
- Signed
- Matthew Smith
- Title
- Authorized Signatory
- Date
- 09/25/2026
Filed exhibits
- EX-1 ↗exhibit1jointfilingagreement.htm
Company context
TScan is a clinical-stage biotechnology company focused on the development of T cell receptor (TCR)-engineered T cell (TCR-T) therapies for the treatment of patients with cancer. The Company is advancing two therapeutics candidates through IND-enabling studies to treat solid tumors using in vivo-engineered TCR-T cells. In addition, the Company is seeking partnerships for its heme and autoimmune programs. To learn more, visit www.tscan.com and connect with us on LinkedIn and X.
Current securities
Recent company filings
- 4 filingOct 2, 2026
- 4 filingOct 2, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 30, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 11, 2026
- Costs Associated with Exit or Disposal Activities · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure · Other EventsSep 2, 2026