TransCode Therapeutics Announces $1.2 Million Registered Direct Offering of Common Stock Priced At-The-Market under Nasdaq Rules
01 12월 2023 - 4:53AM
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 entered into a
definitive securities purchase agreement 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 in a registered direct offering priced
at-the-market under Nasdaq rules.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The closing of the offering is expected to occur
on or about December 4, 2023, subject to the satisfaction of
customary closing conditions. The gross proceeds to the Company
from this offering are expected to be approximately $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 are
being 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 is 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 will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, 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 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, including statements related to 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. 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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