TScan Therapeutics (TCRX) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01We have incurred significant losses since inception, and we expect to incur losses over the next several years and may not be able to achieve or sustain revenues or profitability in the future23% rewritten
2. 02continue to operate as a public company
3. 03Our business depends upon the success of our proprietary platform41% rewritten
4. 04Our limited operating history may make it difficult to evaluate the success of our business to date and to assess our future viability
5. 05We have never generated any revenue from sales of our TCR-T therapy product candidates and our ability to generate revenue from product sales and become profitable depends significantly on our success in a number of areas
6. 06our ability to establish, obtain, maintain, protect and enforce intellectual property and proprietary rights in and to our product candidates or any future product candidates
7. 07the cost associated with commercializing our product candidates, if they receive marketing approval
8. 08Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our intellectual property or product candidates on unfavorable terms to us
9. 09Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts could make it more difficult for us to access financing and could adversely affect our business and operations57% rewritten
10. 10The U.S. Congress and the Trump administration have made and may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business62% rewritten
11. 11grow our business, pursue acquisitions or improve our operating infrastructure and restrict our ability to compete in our marketsNew
12. 12respond to competitive pressures20% rewritten
13. 13termination of cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements
14. 14The terms of our loan agreement place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our operating and financial flexibility
15. 15We have recently reduced the size of our organization, and we may encounter difficulties in managing this development and our strategic prioritization, which could disrupt our operations. In addition, we may not achieve the anticipated benefits and savings from the workforce reductionNew

Risks Related to the Development of Our Product Candidates

1. 16Our approach to the discovery and development of product candidates based on our proprietary platform represents a novel approach to cancer treatment, which creates significant challenges for us
2. 17establishing sales and marketing capabilities upon obtaining any regulatory approval to gain market acceptance of a novel therapy
3. 18Our efforts to develop an in vivo engineering platform for TCR-T therapies for solid tumors are at a very early stage, and it may take substantial time and investment for us to develop this novel capability, and we may not ultimately be successful in doing soNew
4. 19We are early in our development efforts. If we are unable to advance our product candidates through clinical development, obtain regulatory approval and ultimately commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed
5. 20Although many of our personnel have extensive experience in clinical development and manufacturing at other companies, we have limited direct experience as a company in conducting clinical trials and managing a manufacturing facility for our product candidates
6. 21Our business is highly dependent on our current product candidates, and we must complete IND-enabling studies and clinical testing before we can seek regulatory approval and begin commercialization of any of our product candidates
7. 22Our preclinical studies and clinical trials may fail to demonstrate adequately the safety, potency and purity of any of our product candidates, which would prevent or delay development, regulatory approval and commercialization
8. 23obtaining sufficient product supply of product candidate for use in preclinical studies or clinical trials from third-party suppliers
9. 24our current or future collaborators may conduct clinical trials in ways they view as advantageous to them but that are suboptimal for us
10. 25Our business could be adversely affected by the effects of health epidemics in regions where we, our partners or other third parties on which we rely have significant manufacturing facilities, concentrations of potential clinical trial sites or other business operations
11. 26We may rely on third parties to manufacture our clinical product supplies, and we may rely on third parties to produce and process our product candidates, if licensed33% rewritten
12. 27We cannot guarantee that our product candidates will show any functionality in the solid tumor microenvironment36% rewritten
13. 28Since the number of patients that we plan to dose in our initial clinical trials may be small, the results from such clinical trial, once completed, may be less reliable than results achieved in larger clinical trials, which may hinder our efforts to obtain regulatory approval for our product candidates
14. 29Allogeneic HCT is a high-risk procedure that may result in complications or adverse events for patients in our clinical trials including those unrelated to the use of our product candidates
15. 30We may not be able to file IND applications or IND amendments to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed36% rewritten
16. 31Our product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, require expansion of the trial size, limit their commercial potential, or result in other significant negative consequences
17. 32Our product candidates may target healthy cells expressing target antigens leading to potentially fatal adverse effects
18. 33Our product candidates may have serious and potentially fatal cross-reactivity to other peptides or protein sequences within the body
19. 34The vectors used to manufacture our TCR-T therapy product candidates may incorrectly modify the genetic material of a patient’s T cells, potentially triggering the development of a new cancer or other adverse events
20. 35If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected78% rewritten
21. 36our ability to produce sufficient TCR-T product to meet the dosing requirements of the clinical studiesNew
22. 37Delays in completing patient enrollment may result in increased costs or may affect the timing or outcome of our ongoing and planned clinical trials, which could prevent completion or commencement of these clinical trials and adversely affect our ability to advance the development of our product candidates
23. 38Even if we are successful in continuing to build our pipeline, obtaining regulatory approvals and commercializing additional product candidates may require substantial additional funding and are prone to the risks of failure inherent in biotechnology product development
24. 39our collaboration partners may change their development profiles or plans for potential product candidates or abandon a therapeutic area or the development of a partnered product
25. 40The market opportunities for our product candidates may be relatively small. In addition, our estimates of the prevalence of our target patient populations may be inaccurate
26. 41The failure to enter into a successful collaboration or to develop our own binders may delay our development timelines, increase our costs and jeopardize our ability to develop future product candidates as a commercially viable drug, which could result in delays in product development and harm our business
27. 42Even if we obtain regulatory approval of our product candidates, the products may not gain market acceptance among physicians, patients, hospitals, cancer treatment centers and others in the medical community
28. 43the effectiveness of our sales and marketing efforts84% rewritten
29. 44acceptance of our product candidates. If our product candidates are licensed but fail to achieve market acceptance among physicians, patients, hospitals, cancer treatment centers or others in the medical community, we will not be able to generate significant revenueNew
30. 45A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business
31. 46We face significant competition, and our operating results will suffer if we fail to compete effectively

Risks Related to Manufacturing

1. 47Although many of our personnel have experience in clinical manufacturing at other companies, we have limited experience as a company managing manufacturing for our product candidates, which will be costly, time-consuming, and which may not be successful
2. 48We may have difficulty validating our manufacturing process as we manufacture TCR-T therapy product candidates from an increasingly diverse patient population for our clinical trials

Risks Related to Government Regulation

1. 49The regulatory approval process is lengthy and time-consuming, and we may experience significant delays in the clinical development and regulatory approval of our product candidates
2. 50manufacturing sufficient quantities of qualified materials under cGMPs, including current Good Tissue Practice (cGTPs), and applying them on a subject-by-subject basis for use in clinical trials
3. 51We may be unable to obtain regulatory approval for our product candidates under applicable regulatory requirements. The denial or delay of any such approval would delay commercialization of our product candidates and adversely impact our potential to generate revenue, our business and our results of operations
4. 52the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval
5. 53We may seek orphan drug status for some of our current or future product candidates, but we may be unable to obtain such designations or to maintain the benefits associated with orphan drug status, including market exclusivity, which may cause our revenue, if any, to be reduced
6. 54A Breakthrough Therapy designation by the FDA, even if granted for any of our product candidates, may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that our product candidates will receive marketing approval
7. 55A Fast Track designation by the FDA, even if granted for any of our current or future product candidates, may not lead to a faster development or regulatory review or approval process, and does not increase the likelihood that our product candidates will receive marketing approval
8. 56We may seek designation for our target discovery platform as a designated platform technology, but we might not receive such designation, and even if we do, such designation may not lead to a faster regulatory review or approval process
9. 57Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions
10. 58injunctions or the imposition of civil or criminal penalties
11. 59neither experimental nor investigational
12. 60The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on us is currently unknown and may adversely affect our business model
13. 61the availability of capital
14. 62Regulatory requirements in the U.S. and abroad governing cell therapy products have changed frequently and may continue to change in the future, which could negatively impact our ability to complete clinical trials and commercialize our product candidates in a timely manner, if at all47% rewritten
15. 63Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements
16. 64Additionally, we are subject to state and foreign equivalents of each of the healthcare laws described above, among others, some of which may be broader in scope and may apply regardless of the payor
17. 65These requirements are provided in the national laws, industry codes or professional codes of conduct, applicable in the EU Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment
18. 66If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business
19. 67Even if we are able to commercialize any product candidates, the products may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which would harm our business

Risks Related to Our Intellectual Property

1. 68We could be unsuccessful in obtaining meaningful patent protection on one or more components of our platform technology
2. 69We are currently, and expect in the future to be, party to material license or collaboration agreements, which may impose numerous obligations and restrictions on us
3. 70If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates
4. 71Our proprietary position may depend upon patents that are manufacturing, formulation or method-of-use patents, which may not prevent a competitor or other third party from using the same product candidate for another use
5. 72If our efforts to protect the proprietary nature of the intellectual property related to our technologies are not adequate, we may not be able to compete effectively in our market89% rewritten
6. 73Additionally, we cannot be certain that the claims in our pending patent applications covering the composition of matter of our product candidates will be considered patentable by the USPTO or patent offices in foreign countries
7. 74If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
8. 75Third-party claims of intellectual property infringement, misappropriation or other violations may prevent or delay our product candidate discovery and development efforts
9. 76redesigning our product candidates or processes so they do not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time
10. 77We may not be successful in obtaining or maintaining necessary rights to product components and processes for our development pipeline through acquisitions and in-licenses
11. 78We may eventually become involved in lawsuits to protect or enforce our intellectual property and proprietary rights, including any patents that we or our licensors may obtain in the future, which could be expensive, time-consuming and unsuccessful
12. 79Obtaining and maintaining our patent protection depends on compliance with various procedures, document submission, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
13. 80If we obtain any patents covering our product candidates, they could nonetheless be found invalid or unenforceable if challenged in court or the USPTO
14. 81Changes to patent law and its interpretation in the U.S. and in foreign jurisdictions could diminish the value of patents in general and may impact the validity, scope or enforceability of our patent rights, thereby impairing our ability to protect our product candidates and technologies
15. 82We have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world
16. 83We may be subject to claims challenging the inventorship or ownership of our patent rights and other intellectual property
17. 84We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed trade secrets or other confidential information of their former employers or other third parties or claims asserting ownership of what we regard as our own intellectual property
18. 85We may be subject to claims, and damages resulting from claims, that we or our employees have wrongfully used or disclosed alleged trade secrets of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors
19. 86Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time. If we do not obtain patent term extension and data exclusivity for any of our current or future product candidates, our business may be materially harmed
20. 87If our trademarks are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected

Risks Related to Our Reliance on Third Parties

1. 88We rely on third parties to help us conduct our clinical trials. If these third parties do not properly and successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of or commercialize our product candidates
2. 89We have in the past and may in the future form or seek collaborations or strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such collaborations, alliances or licensing arrangements
3. 90collaborators may own or co-own intellectual property covering our product candidates that results from our collaborating with them, and in such cases, we would not have the exclusive right to commercialize such intellectual property32% rewritten
4. 91We have manufacturing capacity at our facilities in Waltham, Massachusetts, but we have not yet manufactured our product candidates on a commercial scale and may not be able to do so for any of our product candidates
5. 92Our product candidates rely on the availability of specialty materials, which may not be available to us on acceptable terms or at all23% rewritten
6. 93Our manufacturing process needs to comply with FDA or other regulatory agency regulations relating to the quality and reliability of such processes. Any failure to comply with relevant regulations could result in delays in or termination of our clinical programs and suspension or withdrawal of any regulatory approvals
7. 94If our third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages

Risks Related to Employee Matters and Managing Growth

1. 95We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy
2. 96We will need to grow the size of our organization, and we may experience difficulties in managing this growth23% rewritten
3. 97improving our operational, financial and management controls, reporting systems and procedures
4. 98If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates
5. 99a decline in our share price
6. 100Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited

Risks Related to Our Common Stock and Our Status as a Public Company

1. 101We do not know whether an active trading market will continue to develop or be sustained for our common stock and, as a result, it may be difficult for our stockholders to sell their shares of our common stock
2. 102The price of our common stock is volatile and fluctuates substantially, which could result in substantial losses for our stockholders
3. 103the other factors described in this “Risk Factors” section
4. 104If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
5. 105Substantial amounts of our outstanding shares may be sold into the market. If there are substantial sales of shares of our common stock, the price of our common stock could decline
6. 106The concentration of our stock ownership will likely limit our stockholders’ ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring stockholder approval
7. 107We are an “emerging growth company” and a “smaller reporting company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors
8. 108The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to take advantage of this extended transition period
9. 109Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention
10. 110If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could result in sanctions or other penalties that would harm our business
11. 111We will have broad discretion in the use of our cash and cash equivalents and may not use them effectively
12. 112We do not intend to pay dividends for the foreseeable future
13. 113Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance
14. 114future accounting pronouncements or changes in our accounting policies
15. 115Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock
16. 116Changes in tax legislation could adversely affect our business and financial condition58% rewritten
17. 117Rising inflation rates may result in increased operating costs and reduced liquidity, and affect our ability to access credit
18. 118We could be subject to securities class action litigation
19. 119Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses