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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TScan Therapeutics, Inc. (Name of Issuer) |
Voting Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
09/21/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Readout Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,453,388.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Readout Capital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,453,388.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Matthew Smith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,453,388.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TScan Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
830 Winter Street, Waltham, MASSACHUSETTS, 02451. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by (i) Readout Capital, LP, ( the "Firm"), (ii) Readout Capital GP, LLC ("Readout GP"), and (iii) Matthew Smith. Each a "Reporting Person."
Readout GP is the General Partner to the Firm. Matthew Smit is a Managing Member of Readout GP. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 1630 Columbia Road NW, Unit 418, Washington, D.C. 20009. | |
| (c) | Citizenship:
See Item 4 of the cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Voting Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 of the cover page for each Reporting Person.
By virtue of the Firm's position as the investment manager to Readout Capital Master Fund, LP (the "Master Fund") and the Sub-Advised Funds ("the Sub-Advised Funds"), the direct holders of an aggregate of 3,453,388 of Voting Common Stock, $0.0001 par value per share (the "Common Stock") of TScan Therapeutics, Inc. (the "Issuer"). The Firm may be deemed to exercise voting and investment power over such shares of Common Stock held by the Master Fund and the Sub-Advised Funds, and thus may be deemed to beneficially own such shares of Common Stock. By virtue of its position as the General Partner to the Firm, Readout GP may be deemed to exercise voting and investment power over the shares of Common Stock held directly by the Master Fund and the Sub-Advised Funds, and thus may be deemed to beneficially own such shares of Common Stock. By virtue of Matthew Smith's position as the Managing Member of Readout GP, Matthew Smith may be deemed to exercise voting and investment power over the shares of Common Stock held directly by the Master Fund and the Sub-Advised Funds, and thus may be deemed to beneficially own such shares of Common Stock.
Ownership percentages are based on 63,502,667 shares of Common Stock reported as issued and outstanding as of August 7, 2026 in the Issuer's Quarterly Form 10-Q filed with the Securities and Exchange Commission on August 12, 2026. | |
| (b) | Percent of class:
See Item 11 of the cover page for each Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: September 25 2026
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Readout Capital, LP | |
| /s/ Scott Barnes | |
| Name: Scott Barnes | |
| Title: Chief Compliance Officer |
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Readout Capital GP, LLC | |
| /s/ Matthew Smith | |
| Name: Matthew Smith | |
| Title: Managing Member |
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Matthew Smith | |
| /s/ Matthew Smith | |
| Name: Matthew Smith |