On June 6, 2023 TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (the "Company"), an RNA oncology company committed to more effectively treating cancer using RNA therapeutics, reported the pricing of its public offering of an aggregate of 2,000,000 shares of its common stock (or common stock equivalents), together with accompanying common stock warrants, at a public offering price of $3.50 per share (or common stock equivalent) and accompanying warrants (Press release, TransCode Therapeutics, JUN 6, 2023, View Source [SID1234632594]). Each share of common stock (or common stock equivalent) is being offered in the offering together with a Series A-1 warrant to purchase one share of common stock at an exercise price of $3.25 per share and a Series A-2 warrant to purchase one share of common stock at an exercise price of $3.25 per share. The Series A-1 warrants will be exercisable immediately and will expire three years from the date of issuance, and the Series A-2 warrants will be exercisable immediately and will expire three years from the date of issuance. Total gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be $7 million.

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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 June 9, 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 product development activities, including one or more clinical trials with TTX-MC138, its lead therapeutic candidate, including related investigational new drug (IND) enabling studies, for further research and development of our other therapeutic candidates, 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. 333-272082), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 6, 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 View Source 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 [email protected].

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.