TransCode Therapeutics Announces Closing of $1.2 Million Registered Direct Offering of Common Stock Priced At-The-Market under Nasdaq Rules
December 04 2023 - 4:10PM
TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (the “Company”), an RNA
oncology company committed to more effectively treating cancer
using RNA therapeutics, today announced that it has closed its
previously announced registered direct offering for the purchase
and sale of 5,000,000 shares of common stock at a purchase price of
$0.242 per share of common stock priced at-the-market under Nasdaq
rules.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds to the Company from this
offering were $1.2 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 this offering,
together with its existing funds, for one or more clinical trials
with TTX-MC138, its lead therapeutic candidate, including related
investigational new drug enabling studies, and for working capital
and other general corporate purposes.
The shares of common stock described above were
offered by the Company pursuant to a “shelf” registration statement
on Form S-3 (File No. 333-268764) previously filed with the
Securities and Exchange Commission (the “SEC”) on December 13,
2022, and declared effective by the SEC on December 16, 2022. The
offering of the shares of common stock was made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and accompanying prospectus relating to the registered direct
offering was filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained
on the SEC’s website at http://www.sec.gov or by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York,
NY 10022, by phone at (212) 865-5711 or e-mail at
placements@hcwco.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About TransCode
Therapeutics
TransCode is an RNA oncology company created on
the belief that cancer can be more effectively treated using RNA
therapeutics. Using its proprietary iron oxide nanoparticle
delivery platform, the company has created a portfolio of drug
candidates designed to target a variety of tumor types with the
objective of significantly improving patient outcomes. The
company’s lead therapeutic candidate, TTX-MC138, is focused on
treating metastatic cancer, which is believed to cause
approximately 90% of all cancer deaths totaling over nine million
per year worldwide. Another of the company’s drug candidates,
TTX-siPDL1, focuses on treating tumors by targeting a protein
called Programmed death-ligand 1 (PD-L1). TransCode also has three
cancer-agnostic programs: TTX-RIGA, an RNA–based agonist of the
retinoic acid-inducible gene I designed to drive an immune response
in the tumor microenvironment; TTX-CRISPR, a CRISPR/Cas9–based
therapy platform for the repair or elimination of cancer-causing
genes inside tumor cells; and TTX-mRNA, an mRNA-based platform for
the development of cancer vaccines designed to activate cytotoxic
immune responses against tumor cells.
Forward-Looking Statements
This press release contains “forward-looking
statements” that are subject to substantial risks and
uncertainties. 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 “anticipate,”
“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”
“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”
“target,” “aim,” “should,” "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, risks and assumptions 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, including expectations regarding the use of
proceeds from the offering and various other factors. 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 final prospectus related to the
offering described herein, and the Company’s Annual Report on Form
10-K 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 more information, please
contact:
Alan Freidman, VP Investor Relations
Alan.freidman@transcodetherapeutics.com
TransCode Therapeutics (NASDAQ:RNAZ)
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