TransCode Therapeutics Announces $8 Million Private Placement

BOSTON, November 27, 2024 – TransCode Therapeutics, Inc. (Nasdaq: RNAZ), a company focused on RNA-based cancer treatments, has announced a new securities purchase agreement with institutional investors. The deal is expected to generate roughly $8 million in gross proceeds before deducting fees and other expenses. The funds from this private placement will be allocated for general corporate purposes and working capital.

As part of this private placement, TransCode Therapeutics plans to issue a total of 21,220,160 shares of common stock, or alternatively pre-funded warrants, along with Series C and Series D warrants to purchase the same number of common stock shares. Each share of common stock, along with the accompanying Series C and Series D warrants, is priced at $0.377 according to Nasdaq's market rules.

The Series C warrants will become exercisable once approved by stockholders, carrying a five-year term and an exercise price of $0.475, which is 125% of the unit price. Similarly, the Series D warrants will also become exercisable upon stockholder approval, featuring a 2.5-year term and the same exercise price of $0.475. The exercise prices and the number of shares available through the warrants could be adjusted in the future due to dilutive issuances or stock splits, with a minimum floor price in place.

The closing of this private placement is anticipated to occur around November 29, 2024, pending the completion of standard closing conditions. The Benchmark Company, LLC is serving as the exclusive placement agent for this transaction.

The securities involved in this private placement are being sold under an exemption from the registration requirements of the Securities Act of 1933. As a result, these securities have not been registered under the Act or any relevant state securities laws and cannot be offered or sold in the U.S. without meeting registration requirements or qualifying for an exemption under these laws.

TransCode Therapeutics has also agreed to file one or more registration statements with the Securities and Exchange Commission (SEC) to cover the resale of the common stock issued in the placement, as well as the shares that could be issued upon exercising the pre-funded and purchase warrants.

This announcement does not serve as an offer to sell or a solicitation to buy any of these securities. Moreover, no sales of these securities will occur in any state or jurisdiction where such an offer or sale would be unlawful without proper registration or qualification under the securities laws of that state or jurisdiction.

About TransCode Therapeutics:

TransCode Therapeutics is a clinical-stage company specializing in oncology, particularly targeting metastatic cancer using RNA-based therapies. The company’s primary therapeutic candidate, TTX-MC138, aims to treat metastatic tumors that overexpress microRNA-10b, a recognized biomarker of metastasis. Besides its lead candidate, TransCode is working on developing a range of first-in-class RNA therapeutic candidates designed to tackle the challenges associated with RNA delivery, potentially unlocking treatments for various genetic targets relevant to different types of cancer.