Transcode Therapeutics Files S-1 for Public Offering

TL;DR

Transcode Therapeutics is filing an S-1, likely gearing up for a stock offering to fund its pharma research.

AI Summary

Transcode Therapeutics, Inc. filed an S-1 registration statement on December 6, 2024, to register an unspecified number of securities. The company, incorporated in Delaware, is in the pharmaceutical preparations industry and is headquartered in Boston, MA. Thomas A. Fitzgerald is listed as the Interim Chief Executive Officer and Chief Financial Officer.

Why It Matters

This S-1 filing indicates Transcode Therapeutics is preparing to raise capital through a public offering, which could fund its drug development pipeline or other corporate initiatives.

Risk Assessment

Risk Level: medium — As a pharmaceutical company filing an S-1, Transcode Therapeutics is likely in the early stages of development, carrying inherent risks associated with drug discovery and regulatory approval.

Key Numbers

• 333-283668 — SEC File Number (Identifies this specific registration statement)
• 241533095 — Film Number (Internal SEC processing number)

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• December 6, 2024 (date) — Filing Date
• Thomas A. Fitzgerald (person) — Interim CEO and CFO
• Boston, MA (location) — Company Headquarters
• 6 Liberty Square - #2382 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — 3 shares of our common stock, par value $0.0001 per share, ("Common Stock") issued in a
• $15.675 — an initial exercise price per share of $15.675 and will be exercisable beginning on th
• $2.4882 — C Warrants, subject to a floor price of $2.4882 (the " Floor Price "). The Series D W
• $8.70 — rted sale price of our Common Stock was $8.70 per share. You are urged to obtain curr
• $136.9 billion — r treatment market is expected to reach $136.9 billion by 2032 (PRNewswire/ July 6, 2023 — All

Filing Documents

• tm2430338-1_s1.htm (S-1) — 532KB
• tm2430338d2_ex5-1.htm (EX-5.1) — 9KB
• tm2430338d2_ex23-1.htm (EX-23.1) — 2KB
• tm2430338d2_ex-filingfees.htm (EX-FILING FEES) — 22KB
• tm2430338d2_ex5-1img001.jpg (GRAPHIC) — 3KB
• lg_transcodetheratm-4c.jpg (GRAPHIC) — 19KB
• fc_modular-4c.jpg (GRAPHIC) — 80KB
• tb_pipeline-4c.jpg (GRAPHIC) — 46KB
• 0001104659-24-126354.txt ( ) — 770KB

Forward-Looking Statements

Forward-Looking Statements v Summary 1 The Offering 14

Use of Proceeds

Use of Proceeds 18 Determination of Offering Price 19 The Selling Stockholders 20

Description of Securities Being Registered

Description of Securities Being Registered 24 Certain U.S. Federal Income Tax Considerations 29 Plan of Distribution 35 Legal Matters 37 Experts 37 Where You Can Find More Information 37 Incorporation of Certain Documents by Reference 38 i TABLE OF CONTENTS About This Prospectus This prospectus provides you with a general description of the Resale Shares that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement that may contain material information relating to these offerings. The prospectus supplement may also add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the later-dated document modifies or supersedes the earlier statement. You should read both this prospectus and any applicable prospectus supplement together with the additional information about our company to which we refer you in the sections of this prospectus titled " Where You Can Find More Information " and " Incorporation of Certain Documents by Reference ." You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. Neither we nor the Selling Stockholders have authorized any dealer, salesperson or other person to provide you with different information. You should not assume that the information in this prospectus or any prospectus supple

Forward-Looking Statements

Forward-Looking Statements This prospectus, including the documents that we incorporate by reference, contains predictive or "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this prospectus, including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "should," "would" and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: our cash position, our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources, our need for additional financing and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products; a potential delisting of our common stock from trading on the Nasdaq Capital Market; our ability to continue as a going concern; the

Forward-Looking Statements

Forward-Looking Statements our ability to protect our own or in-licensed intellectual property and operate our business without infringing the intellectual property rights of others; our ability to attract, retain and motivate key personnel; our ability to generate revenue and become profitable; the impact of natural disasters, global pandemics (including further outbreaks of existing strains of COVID-19 or new variants of the virus), armed conflicts and wars, labor disputes, lack of raw materials or other supplies, issues with facilities and equipment, or other forms of disruption to business operations at our manufacturing or laboratory facilities or those of our vendors; potential collaborations to license and commercialize any therapeutic candidates which receive regulatory approval in the future in or outside of the United States; and other risks and uncertainties, including those listed under the caption "Risk Factors" in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and in our other regulatory filings. You should read this prospectus and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we currently expect. You should assume that the information appearing in this prospectus and any document incorporated by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and

View Full Filing

View this S-1 filing on SEC EDGAR