Transcode Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

Transcode Therapeutics inked a deal & sold some stock, filing an 8-K.

AI Summary

Transcode Therapeutics, Inc. announced on July 22, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Transcode Therapeutics, including a new material agreement and potential equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• July 22, 2024 (date) — Date of earliest event reported
• 001-40363 (other) — Commission File Number
• 81-1065054 (other) — I.R.S. Employer Identification No.
• 6 Liberty Square, #2382 Boston, Massachusetts 02109 (address) — Principal executive offices
• 857-837-3099 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital M
• $0.30 — Common Stock"), at an offering price of $0.30 per share of Common Stock. The Company
• $3.0 million — expected to receive gross proceeds of $3.0 million in connection with the Offering, before
• $0.375 — 22, 2029 and have an exercise price of $0.375 per share. The Placement Agent Warrants

Filing Documents

• tm2416389d3_8k.htm (8-K) — 34KB
• tm2416389d3_ex4-1.htm (EX-4.1) — 125KB
• tm2416389d3_ex5-1.htm (EX-5.1) — 8KB
• tm2416389d3_ex10-1.htm (EX-10.1) — 268KB
• tm2416389d3_ex99-1.htm (EX-99.1) — 10KB
• tm2416389d3_ex99-2.htm (EX-99.2) — 10KB
• tm2416389d3_ex5-1img001.jpg (GRAPHIC) — 2KB
• tm2416389d3_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2416389d3_ex99-2img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-082155.txt ( ) — 752KB
• rnaz-20240722.xsd (EX-101.SCH) — 3KB
• rnaz-20240722_lab.xml (EX-101.LAB) — 33KB
• rnaz-20240722_pre.xml (EX-101.PRE) — 22KB
• tm2416389d3_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 22, 2024, TransCode Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Placement Agency Agreement (the "Agreement") with ThinkEquity LLC, pursuant to which the Company agreed to issue and sell directly to various investors, in a best efforts public offering (the "Offering"), an aggregate of 10,000,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at an offering price of $0.30 per share of Common Stock. The Company is expected to receive gross proceeds of $3.0 million in connection with the Offering, before deducting placement agent fees and other offering expenses payable by the Company. The Offering is expected to close on July 24, 2024. The 10,000,000 shares of Common Stock sold in the Offering were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-268764), which was filed with the Securities and Exchange Commission (the "Commission") on December 13, 2022, and was declared effective by the Commission on December 16, 2022 (the "Registration Statement"). A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto. As part of its compensation for acting as placement agent for the Offering, the Company also agreed to issue to the placement agent, warrants to purchase 500,000 shares of Common Stock (the "Placement Agent Warrants"). The Placement Agent Warrants are exercisable commencing January 18, 2025, expire July 22, 2029 and have an exercise price of $0.375 per share. The Placement Agent Warrants, and the shares of Common Stock issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Agreement were made solely for the benefit of the pa

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the Placement Agent Warrants and the shares issuable thereunder ar e hereby incorporated by reference.

01 Other Events

Item 8.01 Other Events. On July 22, 2024, the Company issued a press release announcing the Offering. On July 23, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Placement Agent Warrant 5.1 Opinion of Goodwin Procter LLP 10.1 Form of Placement Agency Agreement 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 99.1 Press Release, dated July 22, 2024 99.2 Press Release, dated July 23, 2024 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: July 24, 2024 By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR