BOSTON, March 23,
2025 /PRNewswire/ -- TransCode Therapeutics, Inc.
(NASDAQ: RNAZ), the RNA oncology company committed to more
effectively treating cancer using RNA therapeutics, today announced
that it has agreed to sell an aggregate of 10,250,000 shares of its
common stock and warrants to purchase up to 10,250,000 shares of
common stock priced at-the-market under Nasdaq rules, at a purchase
price of $0.98 per share and
associated warrant. The warrants will have an exercise price of
$0.86 per share and will be
immediately exercisable upon issuance for a period of five years
following the date of issuance. All of the shares of common stock
and associated warrants are being offered by the Company. The
offering is expected to close on March 25,
2025, subject to satisfaction of customary closing
conditions.
The gross proceeds to the Company from the offering are expected
to be approximately $10 million,
before deducting the placement agent's fees and other offering
expenses payable by the Company. The Company intends to use the net
proceeds from the offering for product development activities,
including one or more clinical trials with TTX-MC138, its lead
therapeutic candidate, including related IND-enabling studies, and
for working capital and other general corporate purposes.
ThinkEquity is acting as the exclusive placement agent for the
offering.
The securities will be offered and sold pursuant to a shelf
registration statement on Form S-3 (File No. 333- 268764),
including a base prospectus, filed with the U.S. Securities and
Exchange Commission (the "SEC") on December
13, 2022, and declared effective on December 16, 2022. The offering of such
securities in the registered direct offering is being made only by
means of a prospectus supplement that forms a part of the effective
registration statement. A final prospectus supplement and the
accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the
SEC's website at www.sec.gov. Copies of the final prospectus
supplement and the accompanying prospectus relating to the offering
may also be obtained, when available, from the offices of
ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About TransCode Therapeutics, Inc.
TransCode is a
clinical-stage oncology company focused on treating metastatic
disease. The company is committed to defeating cancer through the
intelligent design and effective delivery of RNA therapeutics based
on its proprietary TTX nanoparticle platform. The company's lead
therapeutic candidate, TTX-MC138, is focused on treating metastatic
tumors which overexpress microRNA-10b, a unique, well-documented
biomarker of metastasis. In addition, TransCode has a portfolio of
other first-in-class RNA therapeutic candidates designed to
overcome the challenges of RNA delivery and thus unlock therapeutic
access to a variety of novel genetic targets that could be relevant
to treating a variety of cancers.
Forward Looking Statements
This release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without
limitation, statements concerning the timing, conduct and results
of the TransCode's clinical trials, statements about microRNAs and
their involvement in cancer, and statements concerning the
therapeutic potential of TransCode's TTX-MC138. Any forward-looking
statements in this press release are based on management's current
expectations of future events and are subject to a number of risks
and uncertainties that could cause actual results to differ
materially and adversely from those set forth in or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to: the ability of TransCode to satisfy the
closing conditions related to the offering and the overall timing
and completion of such closing; the risks associated with drug
discovery and development; the risk that the results of clinical
trials will not be consistent with TransCode's pre-clinical studies
or expectations or with results from previous clinical trials;
risks associated with the conduct of clinical trials; risks
associated with TransCode's financial condition and its need to
obtain additional funding to support its business activities,
including TransCode's ability to continue as a going concern; risks
associated with the timing and outcome of TransCode's planned
regulatory submissions; risks associated with obtaining,
maintaining and protecting intellectual property; risks associated
with TransCode's ability to enforce its patents against infringers
and defend its patent portfolio against challenges from third
parties; risks of competition from other companies developing
products for similar uses; risks associated with TransCode's
dependence on third parties; and risks associated with geopolitical
events and pandemics, including military conflicts. For a
discussion of these and other risks and uncertainties, and other
important factors, any of which could cause TransCode's actual
results to differ from those contained in or implied by the
forward-looking statements, see the section entitled "Risk Factors"
in TransCode's Annual Report on Form 10-K for the year ended
December 31, 2023, as well as
discussions of potential risks, uncertainties and other important
factors in any subsequent TransCode filings with the Securities and
Exchange Commission. All information in this press release is as of
the date of this release; TransCode undertakes no duty to update
this information unless required by law.
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SOURCE TransCode Therapeutics, Inc.
