Private Placement Form 8 K

As previously reported, TScan Therapeutics, Inc. (the "Company") entered into a Loan and Security Agreement dated as of September 9, 2022, with the lenders party thereto, K2 HealthVentures LLC, as administrative agent for the lenders, and Ankura Trust Company, LLC, as collateral agent for the lenders (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"). On September 9, 2022, the lender extended an initial convertible term loan of $30 million to the Company in accordance with the Loan Agreement.

On November 15, 2024, the Company received a conversion notice from the lender pursuant to which the lender elected to convert $15 million of principal amount of the loan into voting common stock of the Company, at a conversion price of $4.785, in accordance with the Loan Agreement.

On November 20, 2024, the Company issued 3,134,796 shares of voting common stock, $0.0001 par value (the "Conversion Shares"), to the lender.

The Conversion Shares were issued in reliance on the registration exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended.