TScan Therapeutics, Inc. Commitments Disclosure
10. Commitments and Contingencies
Leases
The Company leases two facilities at 880 Winter Street and 830 Winter Street in Waltham, Massachusetts. Each lease has specified terms and includes renewal options. Given uncertainty as to the Company's intentions with respect to these leases, the renewal options were not deemed reasonably certain.
On October 28, 2024, the Company entered into a second lease amendment expanding the rentable space of 830 Winter Street. The amendment provides for an additional 25,628 square feet of space with a commencement date of December 1, 2024 and an expiration date of October 31, 2029 with one option to renew for a five-year period. This amendment resulted in an increase in the lease liability of $6.1 million.
Summary of lease cost
The following table summarizes the presentation in the Company's consolidated balance sheets of its operating leases (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Assets: |
|
|
|
|
|
|
||
Operating lease assets |
|
$ |
57,743 |
|
|
$ |
64,357 |
|
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Operating lease liabilities, current |
|
|
7,167 |
|
|
|
4,570 |
|
Operating lease liabilities, net of current portion |
|
|
54,437 |
|
|
|
60,739 |
|
Total operating lease liabilities |
|
$ |
61,604 |
|
|
$ |
65,309 |
|
The following table summarizes the effect of lease costs in the Company's consolidated statement of operations (in thousands):
|
|
Years Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Operating lease costs |
|
$ |
12,997 |
|
|
$ |
11,564 |
|
Variable lease costs |
|
|
5,643 |
|
|
|
3,408 |
|
Total lease costs |
|
$ |
18,640 |
|
|
$ |
14,972 |
|
During the years ended December 31, 2025 and 2024, the Company made cash payments for operating leases of $10.1 million and $9.8 million, respectively.
As of December 31, 2025, future payments of operating lease liabilities are as follows (in thousands):
|
|
As of December 31, 2025 |
|
|
2026 |
|
$ |
12,958 |
|
2027 |
|
|
13,329 |
|
2028 |
|
|
13,712 |
|
2029 |
|
|
13,354 |
|
2030 and thereafter |
|
|
30,640 |
|
Total future payments of operating lease liabilities |
|
|
83,993 |
|
Less: imputed interest |
|
|
(22,389 |
) |
Present value of operating lease liabilities |
|
$ |
61,604 |
|
As of December 31, 2025, the weighted average remaining lease term was 6.3 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 9.9%. As of December 31, 2024, the weighted average remaining lease term was 7.3 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 10.0%.
Brigham and Women’s License Agreement
The Company obtained the worldwide exclusive license to its foundational technology from The Brigham and Women’s Hospital, Inc. (or BWH). The license, as amended, grants worldwide exclusive use to the patent underlying the TargetScan technology in exchange for fees including development milestones and various royalties on product sales should they occur in the future.
Royalty Agreement
In June 2018, the Company amended and restated an existing royalty agreement with one of its founders. Under the amended and restated royalty agreement, the Company agreed to pay the founder an aggregate royalty of 1% of net sales of any product sold by the Company or by any of its direct or indirect licensees for use in the treatment of any disease or disorder covered by a pending patent application or issued patent held or controlled by the Company as of the last date that the founder was providing services to the Company as a director or consultant under a written agreement in perpetuity. Royalties are payable with respect to each applicable product for a defined period of time set forth in the royalty agreement. The founder assigned his rights and obligations under the royalty agreement to one of his affiliated entities in January 2021.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Mar 5, 2025 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.