Item 1. |
Summary Term Sheet. |
The information set forth under Summary Term SheetOverview and Summary Term SheetQuestions and Answers in the
Offer to Exchange Eligible Options for Restricted Stock Units dated October 19, 2022 (the Exchange Offer), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2. |
Subject Company Information. |
(a) Name and Address.
TCR2 Therapeutics Inc., a Delaware corporation (the Company), is the issuer of the securities subject to the Exchange Offer. The Companys principal executive offices are
located at 100 Binney Street, Suite 710, Cambridge, Massachusetts 02142, and the telephone number of its principal executive offices is (617) 949-5200.
(b) Securities.
This Tender Offer Statement on Schedule
TO relates to an offer by the Company to certain employee optionholders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.0001 per share (the Common
Stock), for an award of restricted stock units of the Company. Members of the Companys board of directors, advisers, consultants and contractors will not be eligible to participate in this offer.
An option will be eligible for exchange (an Eligible Option) if it was granted under the Companys 2018 Stock Option and
Incentive Plan (the 2018 Plan). As of October 19, 2022, approximately 46% of our outstanding options constitute Eligible Options.
Pursuant to the Exchange Offer, in exchange for the tender and cancellation of Eligible Options, the Company will grant new awards for restricted stock units
(each, a New RSU) following the Expiration Time (as defined in the Exchange Offer). The total number of shares underlying a New RSU with respect to an exchanged Eligible Option will be determined by dividing
the number of shares of Common Stock underlying the exchanged Eligible Option by the applicable exchange ratio and rounding to the nearest whole number, subject to the terms and conditions described in the Exchange Offer and in the related
accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).
The information set forth in the Exchange Offer under
Summary Term SheetOverview and Summary Term SheetQuestions and Answers and the information set forth under Section 1 (Eligible Employees; Eligible Options; the Proposed Exchange;
Expiration and Extension of the Exchange Offer), Section 5 (Acceptance of Eligible Options for Exchange; Grant of New RSUs) and Section 7 (Price Range of Our Common Stock) of the Offering
Memorandum for the Exchange Offer contained in the Exchange Offer (the Offering Memorandum) are incorporated herein by reference.
(c) Trading Market and Price.
The information set forth
under Section 7 (Price Range of Our Common Stock) of the Offering Memorandum is incorporated herein by reference.
Item 3. |
Identity and Background of Filing Person. |
(a) Name and Address.
The Company is both the filing
person and the subject company. The information set forth under Item 2(a) above and under Section 9 (Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities) of the Offering
Memorandum is incorporated herein by reference.