Item 1.01 Entry into a Material Definitive Agreement.

On January 19, 2021, TCR2 Therapeutics Inc., a Delaware corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, Jefferies LLC, Piper Sandler & Co. and BMO Capital Markets Corp., as representatives of the underwriters listed on Schedule A thereto (collectively, the "Underwriters"), related to the public offering (the "Offering") of 4,590,164 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price to the public of $30.50 per Share, less underwriting discounts and commissions. The Company granted the Underwriters a 30-day option to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 688,524 shares of Common Stock. The Offering was made pursuant to the Company's 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, as supplemented by a prospectus supplement dated January 19, 2021 that was filed with the SEC on January 21, 2021 (the "Prospectus Supplement").

The Offering closed on January 22, 2021. The Company received net proceeds from the Offering, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, of approximately $131.1 million. The Company 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.

Goldman Sachs & Co. LLC, Jefferies, Piper Sandler and BMO Capital Markets acted as joint book-running managers for the Offering.

The Company made customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, subject to certain exceptions, the Company and its officers and directors have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common Stock during the 90-day period following the date of the Prospectus Supplement.

The foregoing is only a brief description of certain terms of the Underwriting Agreement and the transactions contemplated thereby, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 8.01 Other Events.

On January 19, 2021, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 19, 2021, the Company issued a press release announcing its entry into the Underwriting Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated January 19, 2021, by and among TCR2
            Therapeutics Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Piper
            Sandler & Co. and BMO Capital Markets, as representatives of the
            several underwriters named therein.

 5.1          Opinion of Goodwin Procter LLP.

23.1          Consent of Goodwin Procter LLP (included in its opinion filed as
            Exhibit 5.1).

99.1          Press release issued by TCR2 Therapeutics, Inc. on January 19, 2021.


99.2          Press release issued by TCR2 Therapeutics, Inc. on January 19, 2021.


104         Inline XBRL cover page




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