aibioTScan Therapeutics asks stockholders to approve a reverse split of up to one-for-fifty
Tickers TCRX
TScan's board will set the reverse split ratio between one-for-two and one-for-fifty, and stockholders vote on November 20, 2026. Nasdaq's bid price deadline is February 23, 2027, and the stock closed at $0.2379 on October 12, 2026.
Key facts
- Company
- TScan Therapeutics, Inc. (NASDAQ: TCRX)
- News type
- Listings
- Primary source
- TScan Therapeutics, Inc. DEF 14A (2026-10-26)
The special meeting
TScan Therapeutics, Inc. (Nasdaq: TCRX) filed a definitive proxy statement on October 26, 2026 for a special meeting of stockholders on November 20, 2026 at 8:30 a.m. Eastern Time. The meeting is online only. Stockholders of record at the close of business on October 16, 2026 may vote.
The main proposal would amend the certificate of incorporation to combine the company's voting and non-voting common stock into fewer shares. The ratio would be no less than one-for-two and no more than one-for-fifty, and the board would set the exact ratio in its sole discretion. A second proposal would allow the meeting to be adjourned to solicit more proxies if there are not enough votes for the split. The board recommends a vote for both.
Both proposals need a majority of the votes properly cast for and against them. Abstentions and broker non-votes are not counted in the tally, and brokers may vote uninstructed shares on both proposals.
The Nasdaq notice
Nasdaq sent a deficiency letter on August 27, 2026 saying the voting common stock had not kept a closing bid price of at least $1.00 for 30 consecutive trading days, as Nasdaq Listing Rule 5450(a)(1) requires for the Nasdaq Global Market. The company has 180 calendar days, or until February 23, 2027, to regain compliance. The stock traded at a closing bid of $0.2379 on October 12, 2026.
The proxy says the company could move to the Nasdaq Capital Market to qualify for an additional 180-day period, but only if it also meets that market's other listing requirements and gives notice that it intends to cure, including by a reverse split. The proxy also notes that if the bid price fails to meet $1.00 for 30 consecutive trading days within one year after a split takes effect, or if reverse splits over two years reach a cumulative ratio of 250 shares or more to one, the company would get no compliance period and could be delisted without a cure period. The board says it believes the split is necessary to keep the listing.
What the split is meant to do
The proxy says the objective is to raise the per-share trading price above $1.00 to meet Nasdaq's requirement. It adds that a higher price could help generate investor interest, increase trading volume and make future financings easier. The proxy does not promise that the price will hold after a split.
If the split is not approved, the proxy warns, the stock may keep trading below $1.00, could be delisted from Nasdaq, and could move to the over-the-counter market, where investors may find it less convenient to trade. It says some investors may avoid such stock and that it could trade thinly.
The share count
As of September 30, 2026, TScan had 63,502,657 shares of voting common stock and 4,276,588 shares of non-voting common stock outstanding. It had 18,958,156 shares reserved for outstanding options, 62,246,707 reserved for outstanding pre-funded warrants and 9,674,795 reserved under its 2021 equity plan.
The proxy does not state how the split would change the number of shares reserved for the warrants and options.
The finances
The 10-K, filed March 4, 2026, reports revenue of $10.3 million for 2025, against $2.8 million for 2024. Research and development expense was $114.2 million in 2025, up from $107.3 million. The net loss was $129.8 million in 2025, against $127.5 million a year earlier. Cash used in operations was $135.3 million in 2025, up from $110.8 million.
Cash and cash equivalents were $152.4 million at year-end 2025, according to a quarterly report filed August 12, 2026, and $100.2 million at June 30, 2026, according to the quarterly report for that period. The proxy's risk factors say that without new capital the company may not have enough cash for its planned operations and may not be able to continue as a going concern.
What comes next
The next dated items are the November 20, 2026 vote, the adjournment if one is needed, and the February 23, 2027 deadline for bid price compliance. The proxy gives no ratio within the one-for-two to one-for-fifty range.