Item 1.01 Entry into a Material Definitive Agreement.

On November 29, 2021, TScan Therapeutics, Inc. (the "Company") entered into a lease agreement (the "Lease") with BXP Waltham Woods LLC, a Delaware limited liability company (the "Landlord"), pursuant to which the Company will lease approximately 113,487 square feet of office and laboratory space located at 880 Winter Street, Waltham, Massachusetts (the "Premises"). The office will serve as the Company's corporate headquarters.

Under the terms of the Lease, the Landlord has agreed to make certain leasehold improvements to the Premises to suit the Company's use (the "Improvements"). The term of the Lease commences on the earlier of (1) the date the Company commences its business operations in the Premises and (2) the date the Improvements are substantially completed and necessary occupancy permits are obtained (the "Commencement Date"). The Lease will have a term of approximately ten years and two months. The Company's obligation for the payment of base rent for the Premises begins two months after the Commencement Date and will be $7,603,629 per annum and will increase by approximately 3% per annum, up to a maximum base rent of $9,921,011.22 during the term of the Lease. The Company has two options to the extend the term of the Lease each for a period of an additional five years.

In connection with its entry into the Lease and as a security deposit, the Company will deposit with the Landlord a letter of credit in the amount of approximately $4.4 million, which may be reduced to approximately $3.8 million on the 6-year anniversary of the Commencement Date.

The Landlord has the right to terminate the Lease upon specified events of default, including the Company's failure to pay rent in a timely manner and upon the occurrence of certain events of insolvency with respect to the Company.

The Company may also terminate the Lease if the Premises are not ready for occupancy within a specified time period after the anticipated Commencement Date.

The foregoing summary of the Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in or incorporated by reference into Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
  No.                                   Description

            Lease, by and between TScan Therapeutics, Inc. and BXP Waltham Woods
10.1      LLC, dated November 29, 2021

          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)

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