Therapeutics Announces Pricing of $8 Million Public Offering

Therapeutics Announces Pricing of $8 Million Public Offering

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.

is acting as sole book-running manager for the offering.

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.

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

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.

TransCode Therapeutics

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.

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.

more information, please contact: