TScan Therapeutics两名董事无分歧辞任，董事会委员会同步改组

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 13, 2026
TSCAN THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-40603
82-5282075
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
830 Winter Street
Waltham
,
Massachusetts
02451
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
857
399-9500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Voting Common Stock, par value $0.0001 per share
TCRX
The Nasdaq Global Market, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Garry Nicholson and Gabriela Gruia, M.D.
On October 13, 2026, each of Garry Nicholson and Gabriela Gruia, M.D., resigned from the Board of Directors (the “Board”) of TScan Therapeutics, Inc. (the “Company”) and each committee thereof, in each case effective as of October 13, 2026 (the “Resignations”). Neither Mr. Nicholson’s nor Dr. Gruia’s resignation was a result of any disagreement with the Company on any matter relating to the Company’s operations, practices or policies. In connection with the Resignations, the Board appointed Stephen Biggar and R. Keith Woods to the Nominating and Corporate Governance Committee (the “NCG Committee”) as member and chairperson, respectively, effective as of October 13, 2026. The NCG Committee now consists of R. Keith Woods, Katina Dorton and Stephen Biggar. The Audit Committee now consists of Katina Dorton, Barbara Klencke and R. Keith Woods.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TScan Therapeutics, Inc.
Date: October 16, 2026
By:
/s/ Gavin MacBeath, Ph.D.
Gavin MacBeath, Ph.D.
Chief Executive Officer
(Principal Executive Officer)