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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 25, 2023
TRANSCODE THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40363 |
|
81-1065054 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
TransCode
Therapeutics, Inc.
6 Liberty Square, #2382
Boston, Massachusetts 02109
(Address
of principal executive offices, including zip code)
(857)
837-3099
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.0001 per share |
|
RNAZ |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 | Entry
into a Material Definitive Agreement. |
On September 25, 2023, TransCode
Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with ThinkEquity LLC, as underwriter (the “Underwriter”), pursuant to which the Company agreed to issue
and sell, in a public offering (the “Offering”), an aggregate of (i) 700,000 shares (“Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants (“Pre-Funded Warrants”)
to purchase 16,163,000 shares of Common Stock, including 1,163,000 Pre-Funded Warrants pursuant to the partial exercise of the Underwriter’s
over-allotment option to purchase up to 2,339,200 additional shares of Common Stock and/or Pre-Funded Warrants. The Shares were sold at
a public offering price of $0.51 per Share, and the Pre-Funded Warrants were sold at a public offering price of $0.50 per Pre-Funded Warrant,
which represents the per share public offering price for the common stock less the $0.01 per share exercise price for each such Pre-Funded
Warrant. The total gross proceeds from the Offering, before deducting underwriting discounts and commissions and other offering expenses
payable by the Company, are approximately $8.5 million. The Company also issued Underwriter’s Warrants to the Underwriter, exercisable
to purchase 843,150 shares of Common Stock, at an exercise price of $0.6375 per share. The offering closed on September 28, 2023.
The representations, warranties and covenants contained in the Underwriting
Agreement were made solely for the benefit of the parties to the Underwriting Agreement. In addition, such representations, warranties
and covenants (i) are intended as a way of allocating risk between the parties to the Underwriting Agreement and not as statements
of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders
of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The offering was made pursuant to a registration statement on Form S-1
(Registration Statement No. 333-274251) filed with the Securities and Exchange Commission (the “Commission”) on August 29,
2023, and amended on September 11, 2023, and September 25, 2023, and was declared effective
by the Commission on September 25, 2023. A copy of the form of the Underwriting Agreement is filed as Exhibit 1.1 to
this report and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this report and the description of the terms of the Pre-Funded Warrants
is qualified in its entirety by reference to such exhibit. The form of Underwriter’s Warrant is filed as Exhibit 4.2 to this
report and the description of the terms of the Underwriter’s Warrants is qualified in its entirety by reference to such exhibit.
On September 25, 2023, the Company issued a press release announcing
the pricing of the offering. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
On September 28, 2023, the Company issued a press release announcing
the closing of the offering. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01. | Financial
Statements and Exhibits. |
(d) Exhibits
1.1 |
Form of Underwriting
Agreement (Incorporated by reference to Exhibit 1.1 to the Registrant’s Amendment No. 2 to Registration Statement
on Form S-1, filed on September 25, 2023 (File No. 333-274251)). |
4.1 |
Form of Pre-Funded
Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 2 to Registration Statement on
Form S-1, filed on September 25, 2023 (File No. 333-274251)). |
4.2 |
Form of Underwriter’s
Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 2 to Registration Statement on
Form S-1, filed on September 25, 2023 (File No. 333-274251)). |
99.1 |
Press release, dated September 25,
2023. |
99.2 |
Press release, dated September 28,
2023. |
104 |
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
TransCode Therapeutics, Inc. |
|
|
|
Date: September 28, 2023 |
By: |
/s/ Thomas A. Fitzgerald |
|
|
Thomas A. Fitzgerald |
|
|
Chief Financial Officer |
Exhibit
99.1
TransCode
Therapeutics Announces Pricing of $8 Million Public Offering
September 26,
2023
BOSTON,
Sept. 25, 2023 (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 its underwritten public offering
of an aggregate of 15,700,000 shares of its common stock (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof).
Each share of common stock (or Pre-Funded Warrant) is being sold at a public offering price of $0.51 per share (inclusive of the Pre-Funded
Warrant exercise price of $0.01). All of the shares and Pre-Funded Warrants in the offering are being sold by the Company. Total gross
proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses, are expected to be approximately
$8 million. In addition, the Company has granted the underwriters a 45-day option to purchase up to 2,339,200 additional shares of its
common stock and/or Pre-Funded Warrants at the public offering price less the underwriting discount.
ThinkEquity
is acting as sole book-running manager for the offering.
The
closing of the offering is expected to occur on or about September 28, 2023, subject to the satisfaction of customary closing conditions.
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
securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-274251), which
was declared effective by the Securities and Exchange Commission (the “SEC”) on September 25, 2023. 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 ThinkEquity at 17 State St., 41st Floor, New
York, NY 10004.
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 an RNA oncology company created on the belief that cancer can be more effectively treated using 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 is believed to cause
approximately 90% of all cancer deaths totaling over nine million per year worldwide. The Company believes that TTX-MC138 has the potential
to dramatically improve clinical outcomes in a range of cancers, including breast, pancreatic, ovarian and colon cancer, glioblastomas
and others. Another of the Company’s drug candidates, TTX-siPDL1, focuses on treating tumors by targeting 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 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, timing and 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
Exhibit 99.2
TransCode Therapeutics Announces Closing of $8.5 Million Public Offering
BOSTON, September 28,
2023 (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 closing of its previously announced public offering
of an aggregate of 16,863,000 shares of its common stock (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof),
including the partial exercise of the underwriter’s over-allotment option. Each share of common stock (or Pre-Funded
Warrant) was sold at a public offering price of $0.51 per share (inclusive of the Pre-Funded Warrant exercise price of $0.01 per share).
All of the shares and Pre-Funded Warrants in the offering were sold by the Company. Total gross proceeds from the offering, before deducting
underwriting discounts and commissions and other offering expenses, are expected to be approximately $8.5 million. The Company has granted
the underwriters a 45-day option to purchase up to 2,339,200 additional shares of its common stock and/or Pre-Funded Warrants at the public
offering price less the underwriting discount, which the underwriter has partially exercised to purchase 1,163,000 Pre-Funded Warrants
at the closing.
ThinkEquity acted as the sole book-running manager
for the offering.
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 securities described above were offered pursuant
to a registration statement on Form S-1 (File No. 333-274251) declared effective by the Securities and Exchange Commission (the
“SEC”) on September 25, 2023. The offering was made only by means of a prospectus forming part of the effective registration
statement relating to the offering. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov
and may also be obtained by contacting ThinkEquity at 17 State St., 41st Floor, New York, NY 10004.
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 an RNA oncology company created on
the belief that cancer can be more effectively treated using 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 is believed to cause approximately 90% of all cancer deaths totaling
over nine million per year worldwide. The Company believes that TTX-MC138 has the potential to dramatically improve clinical outcomes
in a range of cancers, including breast, pancreatic, ovarian and colon cancer, glioblastomas and others. Another of the Company’s
drug candidates, TTX-siPDL1, focuses on treating tumors by targeting 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. 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
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