Transcode Therapeutics issues 21.2M shares at 37.7c in private placement

TransCode Therapeutics (RNAZ) has entered into a securities purchase agreement with certain institutional investors. The aggregate gross cash proceeds are expected to be approximately $8M before deducting fees to the placement agent and other offering expenses payable by the Company. The Company intends to use the net proceeds from the private placement for general corporate purposes and working capital. In connection with the private placement, the Company is planning to issue an aggregate of 21,220,160 shares of common stock, Series C warrants to purchase 21,220,160 shares of common stock and Series D warrants to purchase 21,220,160 shares of common stock. The combined purchase price for each share of common stock and accompanying Series C warrant and Series D warrant is $0.377 priced at-the-market under Nasdaq rules. The Series C warrants are exercisable upon stockholder approval, will have a term of 5 years and have an exercise price of $0.475 representing 125% of the unit price. The Series D warrants are exercisable upon stockholder approval, will have a term of 2.5 years and have an exercise price of $0.475 representing 125% of the unit price. The exercise price and number of shares of common stock issuable upon exercise of the warrants are subject to adjustment upon future dilutive issuances and stock splits, subject to a floor, as described in more detail in the Company’s Current Report on Form 8-K to be filed in connection with the private placement. The closing of the private placement is expected to occur on or about November 29, 2024, subject to the satisfaction of certain customary closing conditions. The Benchmark Company, LLC is acting as the exclusive placement agent for the private placement.