BOSTON, April 7, 2026 /PRNewswire/ -- TransCode Therapeutics, Inc. (NASDAQ: RNAZ, the "Company"), a clinical stage company pioneering immuno-oncology and RNA for the treatment of high risk and advanced cancer, today announced that it has entered into an agreement with an institutional healthcare investor for financing of up to $20 million. The arrangement comprises pre-paid advances of up to $6 million and a three-year Standby Equity Purchase Agreement (SEPA) providing the Company the right to sell up to $14 million of its common stock to the investor, subject to certain conditions.

"The financing agreement provides TransCode with financial flexibility and ensures that TransCode can maintain operational momentum as we conduct our Phase 2a trial for our lead clinical program, TTX-MC138," said Dr. Philippe P Calais, Pharm.D., Ph.D., Chairman and CEO of TransCode.  "This runway extension should enable the Company to complete the Phase 2a study and subsequently explore a strategic collaboration for the program," said Tom Fitzgerald, CFO of TransCode.

‍

About TTX-MC138

TTX-MC138 is a first-in-class therapeutic candidate designed to inhibit microRNA-10b, or miR-10b, a microRNA widely believed to be critical to the emergence and progression of many metastatic cancers. TransCode's Phase 0 clinical trial produced evidence of delivery of a radiolabeled version of TTX-MC138 to metastatic lesions and pharmacodynamic activity, even at a microdose of the drug candidate, suggesting a broad therapeutic window for TTX-MC138.  In the Company's Phase 1a clinical trial, TTX-MC138 met its safety endpoint and was well tolerated by patients.  A Phase 2a clinical trial with TTX-MC138 is expected to begin in the second quarter 2026.

‍

About the Financing Transaction

The pre-paid advance will be evidenced by convertible promissory notes priced at 95% of face value. TransCode will issue a $1 million principal amount note concurrently with the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and, subject to certain closing conditions, will issue an additional $5 million principal amount note upon shareholder approval of the transaction as required by Nasdaq rules. The advance will accrue interest at a simple annual rate of 5% and may be converted into TransCode's common stock.  

Upon conversion or repayment of the convertible notes, TransCode at its option may sell up to $14 million of its common stock to the investor under terms specified in the financing agreement.  

The financing agreement can be found in TransCode's Form 8-K filed with the U.S Securities and Exchange Commission.

Tungsten Advisors acted as the Sole Placement Agent.

‍