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| CIK | 1829635 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TransCode Therapeutics, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commi |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 TRAN |
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| July 15, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| June 13, 2025 |
Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commiss |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 TRA |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 (May 6, 2025) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporati |
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| May 5, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSCODE THERAPEUTICS, INC. TransCode Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the |
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| May 5, 2025 |
TransCode Therapeutics Announces Effective Date for 1-for-28 Reverse Stock Split Exhibit 99.1 TransCode Therapeutics Announces Effective Date for 1-for-28 Reverse Stock Split BOSTON, May 5, 2025 (/PRNewswire/) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that its Board of Directors has approved an effective time at 12:01 a.m. Eastern |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissio |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissio |
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| May 2, 2025 |
Exhibit 99.1 Press Release: TransCode Therapeutics Announces 1-for-28 Reverse Stock Split May 2, 2025 Split designed to achieve compliance with Nasdaq minimum bid price requirements BOSTON, May 2, 2025 (/PRNewswire/) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today ann |
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| April 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission F |
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| April 21, 2025 |
Exhibit 99.1 TransCode Therapeutics, Inc. Announces Adjournment of Special Meeting and Information for Adjourned Special Meeting BOSTON, April 21, 2025 (/PRNewswire/) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced its Special Meeting scheduled for and conve |
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| April 21, 2025 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commis |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 15, 2025 |
Insider Trading Policy dated December 24, 2024. Exhibit 19.1 TRANSCODE THERAPEUTICS, INC. INSIDER TRADING POLICY This memorandum sets forth the policy of TransCode Therapeutics, Inc. (the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider trading or the appearance of impropr |
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| April 15, 2025 |
Exhibit 97.1 TRANSCODE THERAPEUTICS, INC. COMPENSATION RECOVERY POLICY Adopted as of November 30, 2023 TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Cover |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40 |
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| April 11, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 2, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transit |
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| March 25, 2025 |
Exhibit 4.1 Execution Version COMMON STOCK PURCHASE WARRANT TRANSCODE THERAPEUTICS, INC. Certificate No. [] Warrant Shares: Issue Date: March 25, 2025 Initial Exercise Date: March 25, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions here |
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| March 25, 2025 |
Per Share and Accompanying Common Warrant TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-268764 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 16, 2022) 10,250,000 Shares of Common Stock 10,250,000 Common Warrants to Purchase 10,250,000 Shares of Common Stock 10,250,000 Shares of Common Stock Issuable Upon Exercise of Common Warrants TransCode Therapeutics, Inc. We are offering 10,250,000 shares of our comm |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commis |
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| March 25, 2025 |
Exhibit 10.1 Execution Version PLACEMENT AGENCY AGREEMENT March 23, 2025 ThinkEquity LLC 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), to |
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| March 25, 2025 |
Exhibit 4.2 Execution Version Form of Placement Agent Warrant Agreement Certificate No. [] WARRANT TO PURCHASE COMMON STOCK TRANSCODE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2025 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the co |
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| March 25, 2025 |
Exhibit 99.1 TransCode Therapeutics, Inc. Announces Registered Direct Offering Priced At-the-Market Under Nasdaq Rules BOSTON, March 23, 2025 — TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today announced that it has agreed to sell an aggregate of 10,250,000 shares of its common stock and warrants to pur |
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| February 25, 2025 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| February 25, 2025 |
TransCode Therapeutics, Inc. Announces Results of Special Meeting Exhibit 99.1 TransCode Therapeutics, Inc. Announces Results of Special Meeting BOSTON, February 25, 2025 (GLOBE NEWSWIRE) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today held the adjourned session of its Special Meeting from February 4, 2025, (the “Special Meeting”). |
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| February 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Comm |
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| February 4, 2025 |
Exhibit 99.1 TransCode Therapeutics, Inc. Announces Adjournment of Special Meeting and Information for Adjourned Special Meeting - BOSTON, February 4, 2025 (GLOBE NEWSWIRE) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced its Special Meeting scheduled for and |
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| February 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Sta |
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| December 30, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| December 20, 2024 |
Exhibit 99.1 TransCode Therapeutics Announces Safety Review Committee Approval of Opening Third Cohort and Preliminary Results from First Cohort in Phase 1 TTX-MC138 Clinical Trial December 18, 2024 Approval given after Safety Review Committee (SRC) review of safety data from the three patients comprising Cohort 2 · No significant safety or dose limiting toxicities reported in Cohort 2 · New patie |
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| December 19, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| December 13, 2024 |
December 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3233 Attention: Ms. Lauren Hamill Re: TransCode Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1 Filed December 6, 2024 File No. 333-283668 Dear Ms. Hamill: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. |
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| December 6, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) TransCode Therapeutics, Inc. |
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| December 6, 2024 |
As filed with the Securities and Exchange Commission on December 6, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 6, 2024 Registration No. |
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| December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| December 2, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 2, 2024 |
TransCode Therapeutics, Inc. Announces $8 Million Private Placement Exhibit 99.1 TransCode Therapeutics, Inc. Announces $8 Million Private Placement BOSTON, Nov. 27, 2024 - TransCode Therapeutics, Inc. (Nasdaq: RNAZ), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that it has entered into a securities purchase agreement with certain institutional investors. The aggregate gross cash proceeds are expec |
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| December 2, 2024 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 2, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 2, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This as of November 27, 2024, between Transcode Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and |
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| December 2, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2024, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c |
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| November 29, 2024 |
Exhibit 99.1 TransCode Therapeutics Announces 1-for-33 Reverse Stock Split Split designed to achieve compliance with Nasdaq minimum bid price requirements BOSTON, Nov. 25, 2024 - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that its Board of Directors has a |
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| November 29, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSCODE THERAPEUTICS, INC. TransCode Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| November 29, 2024 |
TransCode Therapeutics Announces Effective Date for 1-for-33 Reverse Stock Split Exhibit 99.2 TransCode Therapeutics Announces Effective Date for 1-for-33 Reverse Stock Split BOSTON, Nov. 29, 2024 - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that its Board of Directors has approved an effective time at 12:01 a.m. Eastern Standard Time |
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| November 25, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| November 6, 2024 |
RNAZ / TransCode Therapeutics, Inc. / 3i, LP - SC 13G/A Passive Investment SC 13G/A 1 g08451913ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89357L303 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the a |
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| November 6, 2024 |
TransCode Therapeutics Announces Nasdaq Extension to Regain Compliance Exhibit 99.1 TransCode Therapeutics Announces Nasdaq Extension to Regain Compliance BOSTON, November 5, 2024 - TransCode Therapeutics, Inc. (Nasdaq: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today announced that it has received notice from The Nasdaq Stock Market LLC (Nasdaq) that the Nasdaq Hearings Panel before which TransCode appeared |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Comm |
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| October 28, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
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| October 15, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| September 27, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Co |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commi |
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| August 16, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commi |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 TRAN |
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| July 26, 2024 |
RNAZ / TransCode Therapeutics, Inc. / 3i, LP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89357L303 (CUSIP Number) July 23, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| July 24, 2024 |
Exhibit 4.1 Form of Representative’s Warrant Agreement NEITHER THIS PURCHASE WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHA |
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| July 24, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-268764 Prospectus Supplement (To Prospectus Dated December 16, 2022) 10,000,000 Shares of Common Stock TransCode Therapeutics, Inc. We are offering 10,000,000 shares of our common stock, $0.0001 par value per share, at a purchase price of $0.30 per share, pursuant to this prospectus supplement and the accompanying prospectu |
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| July 24, 2024 |
TransCode Therapeutics, Inc. Announces Pricing of Public Offering Exhibit 99.2 TransCode Therapeutics, Inc. Announces Pricing of Public Offering July 23, 2024 BOSTON, July 22, 2024 (GLOBE NEWSWIRE) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ), (“TransCode” or the “Company”), a clinical-stage RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today announced the pricing of a public offering of 10,000,000 shares of its comm |
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| July 24, 2024 |
TransCode Therapeutics, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 TransCode Therapeutics, Inc. Announces Proposed Public Offering of Common Stock July 22, 2024 BOSTON, July 22, 2024 (GLOBE NEWSWIRE) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), a clinical-stage RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today announced that it intends to offer to sell shares of its commo |
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| July 24, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 Execution Version PLACEMENT AGENCY AGREEMENT July 22, 2024 ThinkEquity LLC 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), to |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commiss |
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| July 22, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-268764 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with and declared effective by the Securities Exchange Commission. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities |
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| June 21, 2024 |
RNAZ / TransCode Therapeutics, Inc. / Fitzgerald Thomas A - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L303 (CUSIP Number) Thomas A. Fitzgerald TransCode Therapeutics, Inc. 6 Liberty Square, #2382 Boston, MA 02109 (857) 837-3099 (Name, Address and |
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| June 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2024 TransCode Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of inc |
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| June 13, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2024 TransCode Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commiss |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissi |
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| May 20, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 TRA |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissi |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 (May 7, 2024) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporat |
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| May 10, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy |
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| April 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| April 23, 2024 |
Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commis |
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| April 5, 2024 |
TransCode Therapeutics Reports 2023 Results; Provides Business Update Exhibit 99.1 TransCode Therapeutics Reports 2023 Results; Provides Business Update BOSTON, April 3, 2024 - TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today reported financial results for 2023 and recent business progress. “We believe 2023 was extremely productive and pivotal for TransCode. We are proud |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commiss |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40 |
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| April 1, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSCODE THERAPEUTICS, INC. TransCode Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the |
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| April 1, 2024 |
Exhibit 97.1 TRANSCODE THERAPEUTICS, INC. COMPENSATION RECOVERY POLICY Adopted as of November 30, 2023 TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Cover |
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| February 15, 2024 |
RNAZ / TransCode Therapeutics, Inc. / Medarova Zdravka - SC 13G/A Passive Investment SC 13G/A 1 tm246440d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L303 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| February 14, 2024 |
Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2024 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of TransCode Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit t |
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| February 13, 2024 |
US89357L2043 / TRANSCODE THERAPEUTICS INC / Lind Global Fund II LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89357L204 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 (January 26, 2024) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of i |
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| January 31, 2024 |
Exhibit 99.1 Nasdaq Determines TransCode Therapeutics Compliance with Minimum Stockholders’ Equity Requirement and Continued Listing on The Nasdaq Stock Market BOSTON, January 31, 2024 (GLOBE NEWSWIRE) - TransCode Therapeutics, Inc. (Nasdaq: RNAZ), (the “Company”), an RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today announced that it has received not |
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| January 22, 2024 |
TransCode Therapeutics Announces Pricing of $7.25 Million Public Offering Exhibit 99.1 TransCode Therapeutics Announces Pricing of $7.25 Million Public Offering January 18, 2024 BOSTON, Jan. 18, 2024 (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 a public offering of an aggregate of 5,942,623 shares of its common s |
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| January 22, 2024 |
TransCode Therapeutics Announces Closing of $7.25 Million Public Offering Exhibit 99.2 TransCode Therapeutics Announces Closing of $7.25 Million Public Offering BOSTON, January 22, 2024 (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 closing of its previously announced public offering of an aggregate of 5,942,623 shares of its |
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| January 22, 2024 |
Per Share and Common Stock Purchase Warrants TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-276467 PROSPECTUS 428,924 Shares of Common Stock 11,885,246 Warrants to Purchase Shares of Common Stock 5,513,699 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent Warrants to Purchase up to 356,557 Shares of Common Stock 17,755,502 Shares of Common Stock Underlying the Warrants, Pre-Funded Warrants an |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 (January 18, 2024) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of i |
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| January 18, 2024 |
As filed with the U.S. Securities and Exchange Commission on January 18, 2024. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 18, 2024. Registration No. 333-276467 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 81-1065054 (State or |
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| January 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| January 18, 2024 |
Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2024, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond |
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| January 18, 2024 |
Exhibit 4.3 EXHIBIT A-1 COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof ( |
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| January 17, 2024 |
Exhibit 4.2 EXHIBIT A-2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a |
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| January 17, 2024 |
Exhibit 10.13 January 10, 2024 R. Michael Dudley Re: Separation Agreement Dear Michael: This letter agreement follows our conversations regarding your employment with TransCode Therapeutics, Inc. (the “Company”) and confirms your resignation from employment with the Company effective January 13, 2024 (the “Separation Date”). The parties acknowledge that the Company currently proposes to effect a r |
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| January 17, 2024 |
January 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3233 Attention: Mr. Tim Buchmiller Re: TransCode Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1, as amended File No. 333-276467 Dear Mr. Buchmiller: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “ |
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| January 17, 2024 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSCODE THERAPEUTICS, INC. TransCode Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the |
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| January 17, 2024 |
Form of Common Stock Purchase Warrant Exhibit 4.3 EXHIBIT A-1 COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof ( |
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| January 17, 2024 |
As filed with the U.S. Securities and Exchange Commission on January 17, 2024. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 17, 2024. Registration No. 333-276467 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 81-1065054 (State or |
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| January 17, 2024 |
430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC January 17, 2024 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: TransCode Therapeutics, Inc. Registration Statement on Form S-1 (Registration No. 333-276467) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offe |
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| January 17, 2024 |
Form of Securities Purchase Agreement. Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2024, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond |
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| January 17, 2024 |
Form of Placement Agent’s Warrant. Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 (January 10, 2024) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of i |
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| January 16, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSCODE THERAPEUTICS, INC. TransCode Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the |
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| January 16, 2024 |
TransCode Therapeutics Announces 1-for-40 Reverse Stock Split Exhibit 99.1 TransCode Therapeutics Announces 1-for-40 Reverse Stock Split January 11, 2024 BOSTON, Jan. 11, 2024 (GLOBE NEWSWIRE) - TransCode Therapeutics, Inc. (NASDAQ: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that its Board of Directors has approved a 1-for-40 reverse stock split, to be |
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| January 16, 2024 |
Exhibit 10.1 January 10, 2024 R. Michael Dudley Re: Separation Agreement Dear Michael: This letter agreement follows our conversations regarding your employment with TransCode Therapeutics, Inc. (the “Company”) and confirms your resignation from employment with the Company effective January 13, 2024 (the “Separation Date”). The parties acknowledge that the Company currently proposes to effect a re |
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| January 11, 2024 |
List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries None |
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| January 11, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| January 11, 2024 |
As filed with the U.S. Securities and Exchange Commission on January 11, 2024. Table of Contents As filed with the U.S. Securities and Exchange Commission on January 11, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 81-1065054 (State or other jurisdiction of inc |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 8, 2024 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commi |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| December 18, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| December 8, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Comm |
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| December 8, 2023 |
Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF TRANSCODE THERAPEUTICS, INC. The undersigned, being the duly elected and acting Chief Executive Officer of TransCode Therapeutics, Inc., a Delaware corporation (the “Corporation”), does hereby certify that: 1. The Board of Directors of the Corporation approved and adopted the following amendments to the Amended and Restated Bylaws o |
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| December 7, 2023 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Transcode Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit t |
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| December 7, 2023 |
US89357L2043 / TRANSCODE THERAPEUTICS INC / Lind Global Fund II LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Transcode Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89357L204 (CUSIP Number) December 4, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| December 4, 2023 |
Exhibit 99.1 TransCode Therapeutics Announces $1.2 Million Registered Direct Offering of Common Stock Priced At-The-Market under Nasdaq Rules November 30, 2023 BOSTON, Nov. 30, 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 that it has entered into a d |
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| December 4, 2023 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2023, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 (November 30, 2023) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of |
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| December 4, 2023 |
Exhibit 99.2 TransCode Therapeutics Announces Closing of $1.2 Million Registered Direct Offering of Common Stock Priced At-The-Market under Nasdaq Rules BOSTON, December 4, 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 that it has closed its previousl |
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| December 4, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 1, 2023 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-268764 Prospectus Supplement (To Prospectus Dated December 16, 2022) 5,000,000 Shares of Common Stock We are offering 5,000,000 shares of our common stock, $0.0001 par value per share, at a purchase price of $0.242 per share, in a registered direct offering to certain institutional and accredited investors pursuant to this p |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 |
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| November 14, 2023 |
TransCode Therapeutics Reports Third Quarter 2023 Results; Provides Business Update Exhibit 99.1 TransCode Therapeutics Reports Third Quarter 2023 Results; Provides Business Update BOSTON – November 14, 2023– TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today reported financial results for the third quarter ended September 30, 2023, and recent business progress. “In the third quarter of |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| November 9, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 (November 7, 2023) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of i |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27,2023 (October 26, 2023) TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of in |
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| October 27, 2023 |
Exhibit 99.1 Nasdaq Panel Grants TransCode Therapeutics Extension for Continued Listing on The Nasdaq Stock Market Subject to Conditions October 27, 2023 BOSTON, Oct. 27, 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 Nasdaq Hearings Panel (“Panel |
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| October 26, 2023 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-268764 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sel |
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| October 24, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Comm |
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| October 24, 2023 |
Exhibit 99.1 TransCode Therapeutics Announces Preliminary Clinical Results in First Patient in Phase 0 Clinical Study with Lead Therapeutic Candidate, TTX-MC138 Evidence of Drug Accumulation in Metastatic Lesions BOSTON October 24, 2023 – TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today announced preli |
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| October 10, 2023 |
US89357L2043 / TRANSCODE THERAPEUTICS INC / Dudley Robert Michael - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L204 (CUSIP Number) R. Michael Dudley TransCode Therapeutics, Inc. 6 Liberty Square, #2382 Boston, MA 02109 (857) 837-3099 (Name, Address and Te |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Co |
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| September 28, 2023 |
TransCode Therapeutics Announces Pricing of $8 Million Public Offering Exhibit 99.1 TransCode Therapeutics Announces Pricing of $8 Million Public Offering September 26, 2023 BOSTON, 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 share |
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| September 28, 2023 |
Exhibit 99.2 TransCode Therapeutics Announces Closing of $8.5 Million Public Offering BOSTON, September 28, 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 closing of its previously announced public offering of an aggregate of 16,863,000 shares of i |
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| September 27, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-274251 Prospectus 700,000 Shares of Common Stock 15,000,000 Pre-Funded Warrants to Purchase Common Stock TransCode Therapeutics, Inc. We are offering 700,000 shares of our common stock and 15,000,000 pre-funded warrants to purchase shares of our common stock on a firm commitment basis. Our common stock is listed on the Nasda |
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| September 26, 2023 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of TransCode Therapeutics, Inc. and further agree to the fili |
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| September 26, 2023 |
US89357L2043 / TRANSCODE THERAPEUTICS INC / TANG CAPITAL PARTNERS LP Passive Investment SC 13G 1 x926230sc13g.htm Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89357L204 (CUSIP Number) September 26, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box |
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| September 25, 2023 |
September 25, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 25, 2023 |
As filed with the U.S. Securities and Exchange Commission on September 22, 2023. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 22, 2023. Registration No. 333-274251 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 81-1065054 (State o |
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| September 25, 2023 |
September 25, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 25, 2023 |
VIA EDGAR September 25, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| September 25, 2023 |
September 25, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549-3233 Attention: Tim Buchmiller Re: TransCode Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1, as amended File No. 333-274251 Dear Mr. Buchmiller: Pursuant to Rule 461 under the Securities Act of 19 |
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| September 25, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT between TRANSCODE THERAPEUTICS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters TRANSCODE THERAPEUTICS, INC. UNDERWRITING AGREEMENT New York, New York [·], 2023 ThinkEquity LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, |
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| September 25, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| September 22, 2023 |
VIA EDGAR September 22, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| September 22, 2023 |
September 22, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 22, 2023 |
September 22, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 15, 2023 |
September 15, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 15, 2023 |
September 15, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549-3233 Attention: Tim Buchmiller Re: TransCode Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1, as amended File No. 333-274251 Dear Mr. Buchmiller: Pursuant to Rule 461 under the Securities Act of 19 |
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| September 11, 2023 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TRANSCODE THERAPEUTICS, INC. Warrant Shares: Issue Date: , 2023 Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time |
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| September 11, 2023 |
As filed with the U.S. Securities and Exchange Commission on September 8, 2023. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 8, 2023. Registration No. 333-274251 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 81-1065054 (State or |
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| September 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| September 11, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT between TRANSCODE THERAPEUTICS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters TRANSCODE THERAPEUTICS, INC. UNDERWRITING AGREEMENT New York, New York [·], 2023 ThinkEquity LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, |
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| August 29, 2023 |
As filed with the U.S. Securities and Exchange Commission on August 29, 2023. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 29, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 81-1065054 (State or other jurisdiction o |
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| August 29, 2023 |
List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries None |
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| August 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commi |
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| August 24, 2023 |
Exhibit 99.1 TransCode Therapeutics Announces First Subject Dosed with Radiolabeled TTX-MC138 in First-In-Human Clinical Trial August 23, 2023 Designed to demonstrate delivery of TTX-MC138 to metastatic lesions BOSTON, Aug. 23, 2023 (GLOBE NEWSWIRE) - TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today an |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 TRAN |
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| August 14, 2023 |
Exhibit 1.1 State of Delaware Secretary of State Division of Corporations Delivered 08:14 AM 05/19/2023 CERTIFICATE OF AMENDMENT TO FILED 08:14 AM 05/19/2023 THE AMENDED AND RESTATED SR 20232185542 – File Number 5933548 CERTIFICATE OF INCORPORATION OF TRANSCODE THERAPEUTICS, INC. TransCode Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Gener |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commis |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commiss |
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| June 16, 2023 |
US89357L2043 / TRANSCODE THERAPEUTICS INC / Dudley Robert Michael - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L204 (CUSIP Number) R. Michael Dudley TransCode Therapeutics, Inc. 6 Liberty Square, #2382 Boston, MA 02109 (857) 837-3099 (Name, Address and Te |
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| June 8, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2023, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| June 8, 2023 |
TransCode Therapeutics Announces Pricing of $7 Million Public Offering Exhibit 99.1 TransCode Therapeutics Announces Pricing of $7 Million Public Offering BOSTON, June 6, 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 public offering of an aggregate of 2,000,000 shares of its common stock (or common sto |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissi |
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| June 7, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-272082 PROSPECTUS 2,000,000 Shares of Common Stock or Pre-Funded Warrants to Purchase Common Stock Series A-1 Warrants to Purchase 2,000,000 Shares of Common Stock Series A-2 Warrants to Purchase 2,000,000 Shares of Common Stock Placement Agent Warrants to Purchase 140,000 Shares of Common Stock 6,140,000 Shares of Common St |
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| June 6, 2023 |
Form of Securities Purchase Agreement. Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s |
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| June 6, 2023 |
Exhibit 4.3 EXHIBIT A-2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time |
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| June 6, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| June 6, 2023 |
430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC June 6, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: TransCode Therapeutics, Inc. Registration Statement on Form S-1 (Registration No. 333-272082) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering |
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| June 6, 2023 |
Exhibit 4.2 EXHIBIT A-1 SERIES [A-1/A-2] COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS SERIES [A-1/A-2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on ex |
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| June 6, 2023 |
EX-4.4 4 tm2316056d7ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions he |
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| June 6, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 6, 2023. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 6, 2023. Registration No. 333-272082 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction o |
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| June 5, 2023 |
June 5, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3233 Attention: Ms. Lauren S. Hamill Re: TransCode Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1, as amended File No. 333-272082 Dear Ms. Hamill: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Compan |
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| June 5, 2023 |
Exhibit 4.3 EXHIBIT A-2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time |
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| June 5, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 5, 2023. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 5, 2023. Registration No. 333-272082 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction o |
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| June 5, 2023 |
Form of Common stock purchase warrant. Exhibit 4.2 EXHIBIT A-1 COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaf |
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| June 5, 2023 |
Form of Securities Purchase Agreement. Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s |
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| June 5, 2023 |
Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| May 22, 2023 |
TransCode Therapeutics Announces 1-for-20 Reverse Stock Split Exhibit 99.1 TransCode Therapeutics Announces 1-for-20 Reverse Stock Split BOSTON, May 22, 2023 - TransCode Therapeutics, Inc. (NASDAQ: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that its Board of Directors approved a 1-for-20 reverse stock split, to be effective 4:05 p.m. Eastern Time today, |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissi |
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| May 19, 2023 |
Power of Attorney (included on signature page). TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 19, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation o |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissi |
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| May 19, 2023 |
List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries None |
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| May 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissi |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40363 TRA |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2023 TransCode Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commissi |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commis |
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| April 14, 2023 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as April 13, 2023 (the “Execution Date”), by and between TransCode Therapeutics, Inc., a Delaware corporation, (the “Company”) and White Lion Capital LLC, a Nevada limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to t |
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| April 14, 2023 |
Exhibit 99.1 TransCode Therapeutics Announces Equity Investment from White Lion Capital to Help Fund Development of TTX-MC138 for Treatment of Glioblastomas BOSTON, April 14, 2023 - TransCode Therapeutics, Inc. (NASDAQ: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that it has entered into a Com |
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| April 14, 2023 |
Up to $1,081,307 of Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-268764 Prospectus Supplement (To Prospectus Dated December 16, 2022) Up to $1,081,307 of Shares of Common Stock This prospectus supplement relates to the issuance and sale of up to one million, eighty one thousand, three hundred and seven dollars ($1,081,307) (the “Commitment Amount”) in shares of the common stock, $0.0001 p |
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| April 10, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commis |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40 |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Commis |
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| March 31, 2023 |
TransCode Therapeutics Reports 2022 Results; Provides Business Update Exhibit 99.1 TransCode Therapeutics Reports 2022 Results; Provides Business Update BOSTON – March 31, 2023 – TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to defeating cancer using RNA therapeutics, today reported financial results for 2022 and recent business progress. “Despite the continued turbulence in the biotech sector, 2022 was extremely productive and, we |
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| March 31, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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| February 17, 2023 |
Exhibit 99.1 TransCode Therapeutics Announces $1.5 Million Registered Direct Offering of Common Stock Priced At-The-Market under Nasdaq Rules BOSTON, Feb. 16, 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 that it has entered into a definitive securiti |
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| February 17, 2023 |
EX-10.1 4 tm237123d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHE |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| February 17, 2023 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-268764 Prospectus Supplement (To Prospectus Dated December 16, 2022) 2,846,300 Shares of Common Stock We are offering 2,846,300 shares of our common stock, $0.0001 par value per share, at a purchase price of $0.527 per share, in a registered direct offering to certain institutional and accredited investors in a privately neg |
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| February 17, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 14, 2023 |
VIA EDGAR February 14, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 10, 2023 |
RNAZ / TransCode Therapeutics, Inc. / Medarova Zdravka - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 1, 2023 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TRANSCODE THERAPEUTICS, INC. Warrant Shares: Issue Date: , 2023 Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time |
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| February 1, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 1, 2023. Table of Contents As filed with the U.S. Securities and Exchange Commission on February 1, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 81-1065054 (State or other jurisdiction of (Pr |
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| February 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| February 1, 2023 |
List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries None |
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| February 1, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between TRANSCODE THERAPEUTICS, INC. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC as Representative of the Several Underwriters TRANSCODE THERAPEUTICS, INC. UNDERWRITING AGREEMENT New York, New York [·], 2023 EF Hutton, division of Benchmark Investments, LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Ave |
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| February 1, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Comm |
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| December 20, 2022 |
RNAZ / TransCode Therapeutics, Inc. / Dudley Robert Michael - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| December 20, 2022 |
RNAZ / TransCode Therapeutics, Inc. / Dudley Robert Michael - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L105 (CUSIP Number) R. Michael Dudley TransCode Therapeutics, Inc. 6 Liberty Square, #2382 Boston, MA 02109 (857) 837-3099 (Name, Address and Tel |
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| December 20, 2022 |
RNAZ / TransCode Therapeutics, Inc. / Medarova Zdravka - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| December 14, 2022 |
December 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3233 Attention: Ms. Ada Sarmento Re: TransCode Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-268764 Dear Ms. Sarmento: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereb |
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| December 13, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TransCode Therapeutics, Inc. |
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| December 13, 2022 |
Form of Indenture for Senior Debt Securities and the Related Form of Senior Debt Security. Exhibit 4.2 TRANSCODE THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 22 Senior Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Section 2 |
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| December 13, 2022 |
Exhibit 4.3 TRANSCODE THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 22 Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.0 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Sect |
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| December 13, 2022 |
As filed with the Securities and Exchange Commission on December 13, 2022. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 13, 2022. |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 9, 2022 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Comm |
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| December 6, 2022 |
VIA EDGAR December 6, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 30, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| November 30, 2022 |
Exhibit 99.1 TransCode Therapeutics Announces eIND Submission to US FDA for Planned First-in-Human Clinical Trial in Patients with Advanced Solid Tumors BOSTON ? November 30, 2022 ? TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, announced today that it has submitted an exploratory Investigational New Drug |
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| November 30, 2022 |
As filed with the U.S. Securities and Exchange Commission on November 30, 2022. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 30, 2022. Registration No. 333-268566 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdict |
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| November 28, 2022 |
Power of Attorney (included on signature page to this registration statement). TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 28, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSCODE THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati |
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| November 28, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TransCode Therapeutics, Inc. |
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| November 28, 2022 |
Form of Representative Warrant. Exhibit 4.2 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH |
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| November 28, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between TRANSCODE THERAPEUTICS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters TRANSCODE THERAPEUTICS, INC. UNDERWRITING AGREEMENT New York, New York [?], 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, |
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| November 28, 2022 |
List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries None |
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| November 28, 2022 |
Exhibit 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TRANSCODE THERAPEUTICS, INC. Warrant Shares: Issue Date: , 2022 Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time |
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| November 14, 2022 |
TransCode Therapeutics Reports Third Quarter 2022 Results; Provides Business Update Exhibit 99.1 TransCode Therapeutics Reports Third Quarter 2022 Results; Provides Business Update BOSTON ? November 14, 2022 ? TransCode Therapeutics, Inc. (NASDAQ: RNAZ), the RNA oncology company committed to more effectively treating cancer using RNA therapeutics, today reported financial results for the third quarter ended September 30, 2022, and recent business progress. ?We continued to advanc |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 TRANSCODE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40363 81-1065054 (State or other jurisdiction of incorporation) (Com |
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| October 27, 2022 |
RNAZ / TransCode Therapeutics, Inc. / HIRSCHMAN ORIN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 2 Under the Securities Exchange Act of 1934 TRANSCODE THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 89357L105 (CUSIP Number) October 26, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
