TransCode Therapeutics, Inc. Announces Proposed Public Offering of Common Stock
July 22 2024 - 4:07PM
TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the
“Company”), a clinical-stage RNA oncology company committed to more
effectively treating cancer using RNA therapeutics, today announced
that it intends to offer to sell shares of its common stock (and/or
pre-funded warrants (“Pre-funded Warrants”) in lieu thereof) in a
best efforts public offering. All of the shares of common stock
(and/or Pre-funded Warrants) are to be sold by the Company.
ThinkEquity is acting as the sole placement
agent for the offering.
The offering is subject to market conditions and
there can be no assurance as to whether or when the offering may be
completed, or as to the actual size or terms of the offering. The
Company intends to use the net proceeds from the offering primarily
for product development activities, including one or more clinical
trials with TTX-MC138, its lead therapeutic candidate, and related
investigational new drug (IND) enabling studies, and for working
capital and other general corporate purposes.
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
will be made only by means of a written prospectus forming part of
the effective shelf registration statement. A preliminary
prospectus supplement describing the terms of the offering, and an
accompanying prospectus has been or will be filed with the SEC and
will be available on the SEC’s website at www.sec.gov. Copies of
the preliminary prospectus supplement and the accompanying
prospectus relating to the offering may also be obtained from the
offices of ThinkEquity, 17 State Street, 41st Floor, New York, New
York 10004. Before investing in this offering, interested parties
should read in their entirety the preliminary prospectus supplement
and the accompanying prospectus and the other documents that the
Company has filed with the SEC that are incorporated by reference
in such preliminary prospectus supplement and the accompanying
prospectus, which provide more information about the Company and
such offering.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein, nor shall there be any sale of these 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 state or jurisdiction.
About TransCode
TherapeuticsTransCode 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 is developing a portfolio of
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 StatementsThis
release contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995, that are
subject to substantial risks and uncertainties, including
statements related to the completion of the offering. All
statements, other than statements of historical fact, contained in
this press release are forward-looking statements. Forward-looking
statements contained in this press release may be identified by the
use of words such as “aim,” “anticipate,” “believe,” “contemplate,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “seek,” “should,” “target,”
"will,” “would,” or the negative of these words or other similar
expressions, although not all forward-looking statements contain
these words. Forward-looking statements are based on the Company’s
current expectations and are subject to inherent uncertainties and
risks that are difficult to predict. Further, certain
forward-looking statements are based on assumptions as to future
events that may not prove to be accurate. These risks and
uncertainties include, but are not limited to: TransCode’s ability
to satisfy the closing conditions related to the offering and the
timing and completion of such closing, the use of the net proceeds
of the offering, various other factors, and the continued listing
of our common stock on the Nasdaq Capital Market. These and other
risks and uncertainties are described more fully in the sections
titled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the registration statement and in
the preliminary prospectus supplement related to the offering
described herein, and the Company’s annual report on Form 10-K,
quarterly report on Form 10-Q and other reports filed with the
Securities and Exchange Commission. Forward-looking statements
contained in this announcement are made as of this date, and the
Company undertakes no duty to update such information except as
required under applicable law.
For Investor Relations
Inquiries:TransCode Therapeutics, Inc.Tania
Montgomery-Hammon, VP Business
DevelopmentTania.montgomery@transcodetherapeutics.com
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