TCR² Therapeutics Announces Proposed Public Offering of Common Stock
January 19 2021 - 6:24AM
TCR2 Therapeutics Inc. (Nasdaq: TCRR) (“TCR2” or the “Company”), a
clinical-stage immunotherapy company with a pipeline of novel T
cell therapies for patients suffering from cancer, today announced
that it has commenced an underwritten public offering of
$125,000,000 of shares of its common stock. TCR2 also intends to
grant the underwriters a 30-day option to purchase up to an
additional $18,750,000 of shares of common stock. All of the shares
in the proposed offering are to be sold by TCR2. The proposed
offering is subject to market and other conditions, and there can
be no assurance as to whether or when the proposed offering may be
completed, or as to the actual size or terms of the proposed
offering.
Goldman Sachs & Co. LLC, Jefferies, Piper
Sandler and BMO Capital Markets are acting as joint book-running
managers for the offering.
TCR2 intends to use the net proceeds of the
offering to advance its clinical and earlier stage programs and for
research and development, working capital and general corporate
purposes.
The securities described may be offered pursuant
to a shelf registration statement on Form S-3 (File No.
333-236965), including a base prospectus that was declared
effective by the U.S. Securities and Exchange Commission (the
“SEC”) on April 28, 2020. The proposed offering will be made only
by means of a prospectus. A preliminary prospectus supplement and a
final prospectus supplement relating to, and describing the terms
of, this offering will be filed with the SEC and will be available
on the SEC’s website at www.sec.gov. When available, copies of the
preliminary prospectus may also be obtained from: Goldman Sachs
& Co. LLC, Prospectus Department, 200 West Street, New York, NY
10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by
emailing Prospectus-ny@ny.email.gs.com; Jefferies LLC, Attention:
Equity Syndicate Prospectus Departments, 520 Madison Avenue, 2nd
Floor, New York, NY 10022, by phone at (877) 821-7388, or by email
at Prospectus_Department@Jefferies.com; Piper Sandler & Co.,
Attention: Prospectus Department, 800 Nicollet Mall, J12S03,
Minneapolis, Minnesota 55402, by email at prospectus@psc.com, or by
phone at (800) 747-3924; or BMO Capital Markets Corp., Attention:
Equity Syndicate Department, 3 Times Square, 25th Floor, New York,
NY 10036, by email at bmoprospectus@bmo.com, or by phone at (800)
414-3627.
Important Information
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any offer or sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About TCR2
Therapeutics
TCR2 Therapeutics Inc. is a clinical-stage
immunotherapy company developing a pipeline of novel T cell
therapies for patients suffering from solid tumors and
hematological malignancies. TCR2’s proprietary T cell receptor
(TCR) Fusion Construct T cells (TRuC®-T cells) specifically
recognize and kill cancer cells by harnessing signaling from the
entire TCR, independent of human leukocyte antigens (HLA). In
preclinical studies, TRuC-T cells have demonstrated superior
anti-tumor activity compared to chimeric antigen receptor T cells
(CAR-T cells), while secreting lower levels of cytokine release.
The Company’s lead TRuC-T cell product candidate targeting solid
tumors, TC-210, is currently being studied in a Phase 1/2 clinical
trial to treat patients with mesothelin-positive non-small cell
lung cancer (NSCLC), ovarian cancer, malignant pleural/peritoneal
mesothelioma, and cholangiocarcinoma. The Company’s lead TRuC-T
cell product candidate targeting hematological malignancies,
TC-110, is currently being studied in a Phase 1/2 clinical trial to
treat patients with CD19-positive adult acute lymphoblastic
leukemia (aALL) and with aggressive or indolent non-Hodgkin
lymphoma (NHL).
Forward-looking Statements
This press release contains forward-looking
statements that are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The use of
words such as “may,” “will,” “could,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “projects,” “seeks,” “endeavor,” “potential,”
“continue” or the negative of such words or other similar
expressions can be used to identify forward-looking statements. Any
forward-looking statements in this press release, such as
statements regarding completion, timing and anticipated size of the
proposed offering and the anticipated use of proceeds therefrom,
are based on management's current expectations and beliefs and are
subject to a number of risks, uncertainties and important factors
that may cause actual events or results to differ materially from
those expressed or implied by any forward-looking statements
contained in this press release, including, without limitation,
uncertainties related to market conditions and the completion of
the public offering on the anticipated terms, or at all. These and
other risks and uncertainties are described in greater detail in
the section entitled “Risk Factors” in TCR2’s Annual Report on Form
10-K filed on March 30, 2020, as updated by its most recent
Quarterly Report on Form 10-Q and its other filings made with the
SEC from time to time, including those contained or incorporated by
reference in the preliminary prospectus supplement and accompanying
prospectus related to the public offering filed with the
SEC. Although TCR2's forward-looking statements reflect the
good faith judgment of its management, these statements are based
only on facts and factors currently known by TCR2. As a result, you
are cautioned not to rely on these forward-looking statements. Any
forward-looking statement made in this press release speaks only as
of the date on which it is made. TCR2 undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future developments or otherwise.
Investor and Media Contact:
Carl MauchDirector, Investor Relations and
Corporate CommunicationsTCR2 Therapeutics Inc.(617)
949-5667carl.mauch@tcr2.com
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