TransCode Therapeutics, Inc. Announces Pricing of Initial Public Offering

Rhea-AI Summary

TransCode Therapeutics, Inc. (Nasdaq: RNAZ) has priced its initial public offering (IPO) of 6,250,000 shares at $4.00 per share, aiming for gross proceeds of $25 million. The underwriters have a 45-day option to buy an additional 937,500 shares. Proceeds will fund the Phase 0 trial of lead candidate TTX-MC138, development of its drug portfolio, and general corporate purposes. Trading is set to begin on July 9, 2021, with closing expected on July 13, 2021. ThinkEquity manages the offering.

Positive

• Gross proceeds of $25 million will support the Phase 0 trial of TTX-MC138 and expand drug candidates.
• TTX-MC138 targets metastatic cancer, a leading cause of cancer-related deaths, potentially improving patient outcomes.

Negative

• Dilution risk from additional shares could impact existing shareholders.
• Forward-looking statements entail risks and uncertainties that may affect future performance.

TransCode Therapeutics, Inc. (Nasdaq: RNAZ), ("TransCode" or the "Company") an emerging RNA oncology company, created on the belief that cancer can be defeated through the intelligent design and effective delivery of RNA therapeutics, today announced the pricing of its initial public offering of 6,250,000 shares of its common stock at a public offering price of $4.00 per share, for gross proceeds of $25,000,000, before deducting underwriting discounts and offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 937,500 shares of common stock to cover over-allotments at the initial public offering price, less the underwriting discount. All of the shares of common stock are being offered by the Company.

The Company intends to use the proceeds for testing required to file an IND for the Phase 0 trial of TTX-MC138, for further development of TTX-MC138, strategic expansion of their drug candidate portfolio, and the balance for working capital and general corporate purposes.

The shares are expected to begin trading on the Nasdaq Capital Market on July 9, 2021 under the symbol “RNAZ.” The offering is expected to close on July 13, 2021, subject to satisfaction of customary closing conditions.

ThinkEquity, a division of Fordham Financial Management, Inc., is acting as sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-253599) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on July 8, 2021. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

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

TransCode is an emerging RNA oncology company, created on the belief that cancer can be defeated through the intelligent design and effective delivery of RNA therapeutics. The Company has created a platform 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 causes approximately 90% of all cancer deaths representing over nine million deaths per year worldwide. The Company believes that TTX-MC138 has the potential to produce regression without recurrence in a range of cancers, including breast, pancreatic, ovarian and colon cancer, glioblastomas and others. The Company’s other drug candidates, TTX-siPDL1 and TTX-siLIN28b, focus on the treatment of tumors by targeting PD-L1 and Lin28b, respectively. Learn more at https://www.transcodetherapeutics.com.

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. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering 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.

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FAQ

What is the initial public offering price for TransCode Therapeutics (RNAZ)?

TransCode Therapeutics has set its IPO price at $4.00 per share.

When does trading begin for RNAZ shares?

Trading for RNAZ shares is expected to begin on July 9, 2021.

How much money is TransCode aiming to raise from its IPO?

TransCode aims to raise $25 million from its IPO.

What will TransCode do with the proceeds from the IPO?

Proceeds will be used for clinical trials, portfolio development, and working capital.

What is TTX-MC138 and what is its significance?

TTX-MC138 is TransCode's lead candidate targeting metastatic cancer, which accounts for around 90% of cancer deaths.

Who is managing the TransCode IPO?

ThinkEquity is acting as the sole book-running manager for the IPO.