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

TL;DR

Transcode Therapeutics signed a big deal and sold some stock on Nov 26th. Check the filings.

AI Summary

On November 26, 2024, Transcode Therapeutics, Inc. entered into a material definitive agreement, likely related to its business operations. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits, indicating a significant event or update for the company.

Why It Matters

This 8-K filing signals a significant development for Transcode Therapeutics, potentially impacting its financial structure and operational strategy through a new material agreement and equity transactions.

Risk Assessment

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

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• November 26, 2024 (date) — Date of earliest event reported
• 001-40363 (other) — SEC File Number
• 81-1065054 (other) — I.R.S. Employer Identification No.
• 6 Liberty Square, #2382 Boston, Massachusetts 02109 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital M
• $0 — re and accompanying Common Warrants was $0.377, and the price for each Pre-Funded
• $0.3769 — nt and accompanying Common Warrants was $0.3769 (the "Offering Price"). The Pre-Funded
• $0.475 — an initial exercise price per share of $0.475 and will be exercisable beginning on th
• $50,000 — e Private Placement a cash fee equal to $50,000. Additionally, the Company engaged A.G.
• $75,000 — ate Placement, less $50,000; (ii) up to $75,000 for fees and expenses, and (iii) a nona
• $8 m — Private Placement will be approximately $8 million, before deducting fees and expens
• $2,500,000 — sted on Nasdaq to maintain a minimum of $2,500,000 in stockholders' equity for continued l
• $2.5 million — s it has stockholders' equity above the $2.5 million requirement and has regained compliance

Filing Documents

• tm2429720d1_8k.htm (8-K) — 47KB
• tm2429720d1_ex4-1.htm (EX-4.1) — 89KB
• tm2429720d1_ex4-2.htm (EX-4.2) — 118KB
• tm2429720d1_ex4-3.htm (EX-4.3) — 103KB
• tm2429720d1_ex10-1.htm (EX-10.1) — 252KB
• tm2429720d1_ex10-2.htm (EX-10.2) — 134KB
• tm2429720d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-24-124597.txt ( ) — 1107KB
• rnaz-20241126.xsd (EX-101.SCH) — 3KB
• rnaz-20241126_lab.xml (EX-101.LAB) — 33KB
• rnaz-20241126_pre.xml (EX-101.PRE) — 22KB
• tm2429720d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 26, 2024, TransCode Therapeutics, Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with certain accredited investors, pursuant to which the Company agreed to sell and issue in a private placement (the " Private Placement ") an aggregate of (i) 5,710,000 shares (the " Shares ") of common stock of the Company (" Common Stock "), par value $0.0001 per share, (ii) 15,510,160 pre-funded warrants to purchase shares of Common Stock (the " Pre-Funded Warrants ") (iii) 21,220,160 Series C Warrants to purchase shares of Common Stock (the " Series C Warrants ") and (iv) 21,220,160 Series D Warrants to purchase shares of Common Stock (the " Series D Warrants " and together with the Series C Warrants, the " Common Warrants "; the Common Warrants together with the Pre-Funded Warrants, the " Warrants "; the Warrants together with Shares, the " Purchased Securities "). Each Share or Pre-Funded Warrant, as applicable, was sold together with one Series C Warrant to purchase one share of Common Stock and one Series D Warrant to purchase one share of Common Stock. The price for each Share and accompanying Common Warrants was $0.377, and the price for each Pre-Funded Warrant and accompanying Common Warrants was $0.3769 (the "Offering Price"). The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and expire when exercised in full. Each Series C Warrant has an initial exercise price per share of $0.475 and will be exercisable beginning on the date on which Stockholder Approval (as defined below) is received and deemed effective (the " Initial Exercise Date " or the " Stockholder Approval Date "). The Series C Warrants will expire on the five-year anniversary of the Initial Exercise Date. Additionally, the Series C Warrants provide for an adjustment to the exercise price and number of shares underlying such the Series C Warrants upo

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 27, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Other Events

Item 8.01. Other Events. Nasdaq Stockholders' Equity Requirement On August 15, 2024, the Company received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders' equity for continued listing (the "Minimum Stockholders' Equity Requirement"). Because the Company was under review for a prior delisting determination at the time it was notified about the non-compliance with the Minimum Stockholders' Equity Requirement, the Company was not eligible to submit a plan to regain compliance with the Nasdaq staff. The Company timely requested a hearing before the Nasdaq hearing panel (the "Panel") which took place on October 1, 2024. On November 4, 2024, the Company received the decision of the Panel granting it an extension until December 31, 2024, to regain compliance with the Minimum Stockholders' Equity Requirement and other continued listing requirements. As a result of the Private Placement, as of the date of this Current Report on Form 8-K, the Company believes it has stockholders' equity above the $2.5 million requirement and has regained compliance with the Minimum Stockholders' Equity Requirement. The Company is awaiting a compliance determination from Nasdaq. Until Nasdaq has reached a final determination that the Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued listing of the Company's Common Stock on the Nasdaq Capital Market and the Company could be subject to delisting. Note Regarding Forward-Looking Statements This press release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In some cases, you can identify

forward-looking statements by terms such as "believe," "can," "could," "design," "estimate,"

forward-looking statements by terms such as "believe," "can," "could," "design," "estimate," "expect," "intend," "may," "might," "objective," "plan" "potential," "predict," "should," "will," "would," or the negative of these terms and similar expressions intended to identify forward-looking statements. These forward-looking statements include statements related to the Company's plans to file a registration statement to register the resale of the Purchased Securities sold in the Private Placement, the intended use of the proceeds, Nasdaq's determination as to whether the Company has regained compliance with the Minimum Stockholders' Equity Requirement. TransCode cautions readers that forward-looking statements are based on management's expectations and assumptions as of the date of this news release and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not limited to, risks related to prevailing market conditions, the impact of general economic, industry or political conditions in the United States, Nasdaq's determination as to whether the Company has regained compliance with the Minimum Stockholders' Equity Requirement and various other factors, and the continued listing of the Company's common stock on the Nasdaq Capital Market. 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 Company's annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed with the SEC. A delisting from Nasdaq would materially and adversely affect the Company's ability to raise capital and its financial condition and business. Forward-looking statements reflect the Company's analysis only on their stated date, and TransCode undertakes no obligation to update or revise these statements except as may be required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series C Warrant 4.3 Form of Series D Warrant 10.1 Form of Securities Purchase Agreement, dated November 26, 2024, by and among TransCode Therapeutics, Inc. and the purchasers party thereto 10.2 Form of Registration Rights Agreement, dated November 27, 2024, by and among TransCode Therapeutics, Inc. and the purchasers party thereto 99.1 Press Release, dated November 27, 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: December 2, 2024 By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Interim Chief Executive Officer; Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR