TScan Therapeutics (TCRX) Proxy filing summary

Executive summary

• A Nov. 20, 2026 special meeting will vote on a reverse split of voting and non-voting common stock at a ratio from 1-for-2 to 1-for-50, plus an adjournment proposal.

• The board cites Nasdaq’s $1.00 minimum bid-price requirement; the Oct. 12, 2026 closing bid was $0.2379.

Voting matters and shareholder proposals

• The board recommends FOR both proposals; each requires a majority of votes properly cast for or against, with abstentions and broker non-votes having no effect.

• The adjournment proposal would allow additional proxy solicitation if votes or quorum are insufficient; the board may seek to change prior votes before a decision on the split.

• Rule 14a-8 proposals for the 2027 annual meeting must arrive by Dec. 18, 2026; other annual-meeting proposals have a Jan. 20–Feb. 19, 2027 notice window.

Board of directors and corporate governance

• If approved, the board may select the split ratio and timing within one year, or delay or abandon the amendment before it takes effect, without another stockholder vote.

• Director Gabriela Gruia and Garry Nicholson resigned effective Oct. 13, 2026; CFO Jason Amello and CMO Chrystal Louis are scheduled to separate effective Nov. 1, 2026.