On February 17, 2023 TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (the "Company"), an RNA oncology company committed to more effectively treating cancer using RNA therapeutics, reported that it has entered into a definitive securities purchase agreement for the purchase and sale of 2,846,300 shares of common stock at a purchase price of $0.527 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules (Press release, TransCode Therapeutics, FEB 17, 2023, View Source [SID1234627387]).

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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The closing of the offering is expected to occur on or about February 17, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from this offering are expected to be approximately $1.5 million, before deducting the placement agent’s fees and other offering expenses payable by the Company.

The shares of common stock described above are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-268764) previously filed with the Securities and Exchange Commission (the "SEC") on December 13, 2022 and declared effective by the SEC on December 16, 2022. The offering of the shares of common stock is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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.