Item 8.01 Other Events

Previously, on March 6, 2020, TCR2 Therapeutics Inc. (the "Company") entered into an Open Market Sale AgreementSM (the "Sales Agreement") with Jefferies LLC (the "Agent"), pursuant to which the Company may offer and sell, from time to time, shares of its common stock through or to the Agent in an "at the market offering", as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). On April 30, 2021, the Company filed a prospectus supplement registering the offer and sale of shares of its common stock, par value $0.0001 per share, having an aggregate maximum offering price of up to $100,000,000 pursuant to the Sales Agreement (the "Prospectus Supplement").

The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices to sell shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, the Agent may sell shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act. The Agent's obligation to sell shares under the Sales Agreement is subject to the satisfaction of certain conditions, including customary closing conditions. The Company will pay the Agent a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide the Agents with customary indemnification and contribution rights. The Company has also agreed to reimburse the Agents for certain specified expenses.

Sales of shares of common stock under the Sales Agreement will be made pursuant to the Registration Statement on Form S-3ASR (File No. 333-254355) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on March 16, 2021, and the Prospectus Supplement.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 1.2 to the Company's Registration Statement on Form S-3 (File No. 333-236965), filed with the Commission on March 6, 2020.

This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

1.1           Open Market Sale AgreementSM by and between the Company and Jeffries
            LLC, dated March 6, 2020 (Filed as Exhibit 1.2 to Registration
            Statement on Form S-3, as filed with the Securities and Exchange
            Commission on March 6, 2020, and incorporated herein by reference)

5.1           Opinion of Goodwin Procter LLP

23.1          Consent of Goodwin Procter LLP (included in Exhibit 5.1)

104         Inline XBRL cover page




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