TransCode Therapeutics Announces Pricing of $7.25 Million Public Offering

Rhea-AI Summary

TransCode Therapeutics, Inc. (RNAZ) announces the pricing of a public offering of 5,942,623 shares of common stock and warrants to purchase up to 11,885,246 shares at a combined public offering price of $1.22 per share. The warrants will have an exercise price of $1.22 per share and will expire three and one-half years from the date of issuance.

Insights

Financial Analyst

The public offering by TransCode Therapeutics represents a pivotal financial event, with the sale of nearly 6 million shares and an equal number of warrants. This move is designed to inject capital into the company, which is crucial for its ongoing research and development activities in the field of RNA oncology therapeutics. The pricing at $1.22 per share is reflective of current market conditions and investor appetite for risk in the biotech sector. Investors should consider the potential dilution effect on existing shares, as the increase in the number of shares could lead to a reduction in earnings per share. Additionally, the immediate exercisability of the warrants could lead to further dilution if exercised, although this also indicates potential for future capital inflows if the company's stock performs well.

It is also important to consider the company's burn rate and how the proceeds from this offering will extend its operational runway. The success of such offerings is often contingent on the company's ability to meet its developmental milestones, which in turn can significantly affect its stock performance. The relatively short lifespan of the warrants, expiring in three and a half years, suggests a critical period during which significant advancements or milestones are expected by the company.

Medical Research Analyst

From a medical research perspective, the capital raised by TransCode Therapeutics is likely earmarked for advancing their RNA-based cancer treatments. RNA therapeutics is a burgeoning field with the potential to revolutionize cancer treatment by silencing genes or correcting genetic mutations. The success of these clinical programs can significantly impact the company's valuation. However, it's also a field fraught with challenges, such as delivery mechanisms and off-target effects, which can impact the safety and efficacy of the treatments. The funding could help overcome these hurdles by enabling more robust clinical trials or the development of more sophisticated delivery technologies.

For stakeholders, the key will be the translation of this capital into tangible clinical progress. The biotechnology sector is highly competitive and the ability to demonstrate clinical benefit is paramount. Any delays or setbacks in their research could adversely affect the company's financial health and stock price. Conversely, positive clinical trial results could lead to a reevaluation of the company's market potential and drive investor interest.

Market Research Analyst

Examining the broader market implications, the pricing and structure of TransCode Therapeutics' public offering can provide insights into investor sentiment regarding the biotech industry. The fact that the company has opted for a combined offering of stock and warrants at a set price indicates a strategic approach to fundraising that balances immediate capital needs with future financing flexibility. The biotech sector is known for its volatility and such financial instruments are often used to attract investors who are looking for both security and potential upside.

Furthermore, the performance of this offering may serve as a bellwether for other biotech firms considering similar capital-raising strategies. Market reception to TransCode's offering could influence the structuring of future offerings in the sector. It is also indicative of the risk tolerance of investors at the time of the offering, which can fluctuate based on macroeconomic conditions, regulatory environments and sector-specific trends.

BOSTON, Jan. 18, 2024 (GLOBE NEWSWIRE) -- TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (the “Company”), an RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today announced the pricing of a public offering of an aggregate of 5,942,623 shares of its common stock (or common stock equivalents) and warrants to purchase up to 11,885,246 shares of common stock at a combined public offering price of $1.22 per share (or per common stock equivalent) and accompanying warrants. The warrants will have an exercise price of $1.22 per share, will be exercisable immediately upon issuance and will expire three and one-half years from the date of issuance. The closing of the offering is expected to occur on or about January 22, 2024, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses, are expected to be $7.25 million. The Company intends to use the net proceeds from this offering 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 described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-276467), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 18, 2024. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 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 any of the securities described herein, 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 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 Statements

This press release contains “forward-looking statements” 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 “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 the number of shares that may be issued, and amount of proceeds that may be received by the Company pursuant to the offering, the satisfaction of customary closing conditions related to the offering, completion of the offering and various other factors and the continued listing of our common stock in general as well as the listing of the common stock being sold in this offering on the Nasdaq Capital Market relating to possible non-compliance with Nasdaq’s Market Place Rule 5635 (the shareholder approval rule), Nasdaq Listing Rule 5550(b)(1) (the stockholders’ equity requirement), and Nasdaq Listing Rule 5550(a)(2) (the minimum bid price requirement). 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 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:

Tom Fitzgerald, Interim CEO; CFO
tom.fitzgerald@transcodetherapeutics.com
857-837-3099

FAQ

What is the recent announcement from TransCode Therapeutics, Inc. (RNAZ)?

TransCode Therapeutics, Inc. (RNAZ) announced the pricing of a public offering of 5,942,623 shares of common stock and warrants to purchase up to 11,885,246 shares at a combined public offering price of $1.22 per share.

How many shares are included in the public offering?

The public offering includes 5,942,623 shares of common stock.

What is the exercise price of the warrants?

The exercise price of the warrants is $1.22 per share.

When will the warrants expire?

The warrants will expire three and one-half years from the date of issuance.