Item 2.02. Results of Operations and Financial Condition.
On January 19, 2021, TCR2 Therapeutics Inc. (the "Company") announced that it
estimates that its cash and cash equivalents and investments were approximately
$228.0 million as of December 31, 2020. These financial results are only
preliminary estimates and are based on information available to management as of
the date of this Current Report on Form 8-K and these estimates could change.
The Company's actual financial results as of December 31, 2020 are subject to
the completion of its financial statements as of and for such period. The
Company's independent registered public accountants have not audited, reviewed
or performed any procedures with respect to such preliminary estimates and
accordingly, do not express an opinion or any other form of assurance with
respect thereto. The Company's actual results for the year ended December 31,
2020 will be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020 and may differ materially from the above estimate.
The information contained in Item 2.02 of this Current Report on Form 8-K is
intended to be furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 8.01 Other Events.
In connection with the proposed registered underwritten public offering, the
Company suspended, and during the duration of the proposed public offering is
not offering any shares of its common stock pursuant to, the prospectus filed
with the Securities and Exchange Commission (the "SEC") on March 6, 2020
relating to the Open Market Sale AgreementSM, dated March 6, 2020 (the "Sales
Agreement"), by and between the Company and Jefferies LLC. The Company will not
make any sales of common stock pursuant to the Sales Agreement unless and until
a new prospectus supplement is filed with the SEC; however, the Sales Agreement
remains in full force and effect.
This Current Report on Form 8-K 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 of 1933, as amended, 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.
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. Any statements about our expectations, beliefs,
plans, objectives, assumptions or future events or performance are not
historical facts and may be forward-looking. These statements are often, but are
not always, made through the use of words or phrases such as "may," "will,"
"could," "should," "expects," "intends," "plans," "anticipates," "believes,"
"estimates," "predicts," "projects," "seeks," "endeavor," "potential,"
"continue," and similar expressions, or the negative of these terms, or similar
expressions. These forward-looking statements include statements about the
Company's anticipated public offering, the preliminary financial results as of
December 31, 2020 and the Company's future expectations, plans and prospects.
Accordingly, these statements involve estimates, assumptions, risks and
uncertainties which could cause actual results to differ materially from those
expressed in them, including the uncertainties related to market conditions and
the completion of the public offering on the anticipated terms or at all. The
Company's forward-looking statements also involve assumptions that, if they
prove incorrect, would cause its results to differ materially from those
expressed or implied by such forward-looking statements. These and other risks
concerning the Company's business are described in additional detail in the
Company's Annual Report on Form 10-K for the year ended December 31, 2019 and in
the Company's other reports filed with the Securities and Exchange Commission.
The Company is under no obligation to, and expressly disclaims any such
obligation to, update or alter its forward-looking statements, whether as a
result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
104 Inline XBRL cover page
2
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