TransCode Therapeutics Secures Up to \$20 Million in Flexible Financing, Extending Runway into Late 2027/Early 2028

BOSTON, April 7, 2026 – TransCode Therapeutics, Inc. (NASDAQ: RNAZ), a clinical-stage company specializing in immuno-oncology and RNA-based therapies for advanced and high-risk cancers, has announced a significant financing agreement with an institutional healthcare investor. The financing, which can total up to \$20 million, is designed to provide the company with a strengthened cash position and operational flexibility as it advances its clinical programs.

Key Highlights of the Financing Agreement

• Up to \$20 Million in Total Funding: The agreement consists of pre-paid advances of up to \$6 million, evidenced by convertible promissory notes, and a three-year Standby Equity Purchase Agreement (SEPA) enabling TransCode to sell up to \$14 million of common stock to the investor, subject to certain conditions.
• Immediate Capital Infusion: A \$1 million principal amount note will be issued concurrently with the filing of the company’s Annual Report on Form 10-K for the year ended December 31, 2025. An additional \$5 million note may follow upon shareholder approval, as required by Nasdaq rules.
• Favorable Terms for Shareholders: The pre-paid advances are priced at 95% of face value and accrue interest at a simple annual rate of 5%. The notes can be converted into common stock, providing further flexibility.
• SEPA Provides Additional Non-Dilutive Option: Upon conversion or repayment of the notes, TransCode has the option to sell up to \$14 million in common stock under the SEPA, providing a valuable liquidity backstop.
• Financial Runway Extended: This financing is expected to extend TransCode’s operating runway into late 2027 or early 2028, supporting the completion of clinical milestones.
• Placement Agent: Tungsten Advisors acted as the Sole Placement Agent for this transaction.

Strategic and Price-Sensitive Implications for Shareholders

• Clinical Progress: The secured funding is anticipated to support the completion of the upcoming Phase 2a trial for the company’s lead program, TTX-MC138, a first-in-class candidate targeting microRNA-10b (miR-10b), which is implicated in metastatic cancer. The trial is expected to begin in the second quarter of 2026.
• Potential Strategic Collaboration: Upon successful completion of the Phase 2a trial, the company intends to explore strategic collaborations, which could further enhance value for investors.
• Financing Structure: The structure of the financing, with both debt and equity components, provides flexibility but may result in dilution depending on whether and how the convertible notes and SEPA are utilized.
• Shareholder Approval Required: The full amount of the pre-paid advance is subject to shareholder approval under Nasdaq listing rules, which is a key point for current investors to monitor.

About TTX-MC138 and TransCode’s Pipeline

TTX-MC138 is a novel therapeutic candidate that inhibits miR-10b, a microRNA critical to the growth and progression of various metastatic cancers. TransCode’s Phase 0 trial demonstrated successful delivery of a radiolabeled TTX-MC138 to metastatic lesions and pharmacodynamic activity, even at microdose levels, suggesting a wide therapeutic window. The Phase 1a trial met its safety endpoint, with the drug being well tolerated.

TransCode’s broader pipeline includes other first-in-class candidates designed to harness the immune system in the fight against cancer.

Risks and Forward-Looking Statements

Investors should note that the financing agreement and clinical timelines are subject to risks, including clinical development risks, regulatory uncertainties, the company’s financial condition, and the need for additional funding. There are also risks related to intellectual property, competition, dependence on third parties, and broader geopolitical and public health events.

Shareholders are encouraged to review the “Risk Factors” section in the company’s latest Annual Report on Form 10-K, as well as any subsequent SEC filings, for a comprehensive understanding of risks and uncertainties facing TransCode Therapeutics.

Contact and Partnering Opportunities

For more information or partnership inquiries, investors and interested parties can contact Tania Montgomery, VP of Business Development at TransCode Therapeutics, Inc., via email at [email protected].

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. Investors should consult the company’s filings with the U.S. Securities and Exchange Commission for more details and are encouraged to seek professional advice before making investment decisions.

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