TCR² Therapeutics Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

TCR2 Therapeutics Inc. (Nasdaq: TCRR) has announced an underwritten public offering of $125 million in shares of its common stock, with an option for underwriters to purchase an additional $18.75 million. The proceeds are intended for advancing clinical programs, research and development, and general corporate purposes. The offering is subject to market conditions, and details will be finalized in a prospectus supplement filed with the SEC.

Positive

• Proceeds will advance clinical programs and research and development.
• Potential to strengthen financial position with a $125 million offering.

Negative

• Dilution of existing shares is a concern for current investors.
• Market conditions may affect the completion and terms of the offering.

CAMBRIDGE, Mass., Jan. 19, 2021 (GLOBE NEWSWIRE) -- 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 Mauch
Director, Investor Relations and Corporate Communications
TCR² Therapeutics Inc.
(617) 949-5667
carl.mauch@tcr2.com

FAQ

What is the purpose of TCRR's public offering announced on January 19, 2021?

The public offering aims to raise funds for advancing clinical programs, research and development, and general corporate purposes.

How much is TCRR planning to raise in its public offering?

TCRR is planning to raise $125 million, with an option to offer an additional $18.75 million.

Who are the underwriters for TCRR's public offering?

Goldman Sachs, Jefferies, Piper Sandler, and BMO Capital Markets are acting as joint book-running managers for the offering.

What potential risks are associated with TCRR's public offering?

Risks include dilution of existing shares and market volatility that might affect the offering's completion and terms.