TransCode Secures Exclusive, Worldwide, Fully Paid-Up Royalty-Free License to Develop and Commercialize a Next-Generation Oncolytic Immunotherapy Platform in an All-Stock Transaction Underscoring the Company's Dedication to Improving the Lives of Cancer Patients

Rhea-AI Summary

TransCode (NASDAQ: RNAZ) announced an exclusive, worldwide, fully paid-up royalty-free license from Unleash to develop three adenovirus-based oncolytic candidates—UIO-524, UIO-525 and UIO-526—via an all-stock transaction dated March 3, 2026.

Unleash will receive 1,136,364 shares of a new non-voting convertible preferred stock, representing 6.8% fully diluted upon conversion; the lead candidate UIO-524 targets muscle-invasive bladder cancer (MIBC).

Positive

• Exclusive global license to three oncolytic candidates expands pipeline
• Preferred-stock consideration preserves TransCode cash by using equity
• UIO-524 targets MIBC, a multi-billion-dollar, high-unmet-need market opportunity

Negative

• Potential dilution: Preferred stock equals 6.8% of fully diluted common shares
• Preclinical risk: Licensed candidates remain early-stage and face clinical uncertainty

News Market Reaction – RNAZ

+3.85%

2 alerts

+3.85% News Effect

-14.4% Trough Tracked

+$336K Valuation Impact

$9M Market Cap

2K Volume

On the day this news was published, RNAZ gained 3.85%, reflecting a moderate positive market reaction. Argus tracked a trough of -14.4% from its starting point during tracking. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $336K to the company's valuation, bringing the market cap to $9M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Preferred stock payment: 1,136,364 shares Ownership stake: 6.8% Licensed drug candidates: 3 candidates +5 more

8 metrics

Preferred stock payment 1,136,364 shares One-time payment to Unleash in new non-voting convertible preferred stock

Ownership stake 6.8% Preferred Stock as percent of common on fully diluted basis

Licensed drug candidates 3 candidates UIO-524, UIO-525, UIO-526 obtained from Unleash

Lead trial phase Phase 2a TTX-MC138 advancing into a clinical Phase 2a trial

Share price $9.87 Pre-news price for RNAZ on publication day

52-week high $82.60 RNAZ 52-week high before this news

52-week low $6.0829 RNAZ 52-week low before this news

Market cap $8,812,062 RNAZ market capitalization prior to the announcement

Market Reality Check

Price: $9.60 Vol: Volume 11,276 is far belo...

low vol

$9.60 Last Close

Volume Volume 11,276 is far below the 616,719 20-day average, indicating limited pre-news trading interest. low

Technical Shares at 9.87 trade slightly above the 9.67 200-day MA and well below the 82.6 52-week high.

Peers on Argus

RNAZ was up 2.71% with very low volume, while peers showed mixed, modest moves (...

2 Up

RNAZ was up 2.71% with very low volume, while peers showed mixed, modest moves (e.g., INAB up 1.8%, APRE down 3.45%, CYCCP down 5.61%), suggesting a stock-specific reaction rather than a broad biotech move.

Historical Context

5 past events · Latest: Feb 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Preclinical publication	Positive	-0.2%	Peer-reviewed RIG-I immunotherapy preclinical data linked to TTX nanoparticle platform.
Feb 05	Clinical trial update	Positive	+16.2%	IND amendment submitted for planned Phase 2a TTX-MC138 colorectal cancer trial.
Jan 06	Preclinical data	Positive	+0.7%	Preclinical TTX-MC138 glioblastoma data showing target engagement and survival benefit.
Dec 22	Management change	Neutral	-4.1%	Appointment of Jack E. Stover to board and key committees to add experience.
Dec 11	Clinical trial launch	Positive	+20.7%	Launch of Phase 2a PRE-I-SPY trial with TTX-MC138 for colorectal cancer MRD.

Pattern Detected

Clinical trial progression announcements have previously coincided with strong positive moves, while scientific publications and corporate changes have seen muted or even negative reactions.

Recent Company History

Over the last few months, TransCode highlighted several milestones, including Phase 2a development steps for TTX‑MC138 in colorectal cancer and preclinical data in glioblastoma. These clinical trial updates on 2025‑12‑11 and 2026‑02‑05 were followed by notable gains. In contrast, scientific publications and board changes in late 2025 and early 2026 had smaller or negative reactions. Today’s in‑licensing of three oncolytic immunotherapy candidates similarly expands the pipeline alongside ongoing TTX‑MC138 advancement.

Market Pulse Summary

This announcement adds a next-generation oncolytic immunotherapy platform and three candidates, star...

Analysis

This announcement adds a next-generation oncolytic immunotherapy platform and three candidates, starting with muscle-invasive bladder cancer, to TransCode’s early-stage pipeline. The one-time payment of 1,136,364 preferred shares represents 6.8% of common on a fully diluted basis, expanding potential dilution alongside new assets. Recent history shows stronger market interest around Phase 2a developments for TTX-MC138, so investors may watch for concrete clinical timelines and data from both TTX-MC138 and the UIO-524 program.

Key Terms

oncolytic immunotherapy, muscle-invasive bladder cancer, tumor microenvironment, non-voting convertible preferred stock, +1 more

5 terms

oncolytic immunotherapy medical

"introducing a next-generation, biology-driven oncolytic immunotherapy platform designed to address"

A type of cancer treatment that uses specially engineered viruses to infect and destroy tumor cells while also stimulating the patient’s immune system to recognize and attack cancer elsewhere—think of the virus as a guided seed that both blows up weeds and trains a gardening robot to find the rest. For investors, progress or setbacks in trials and approvals can sharply change a company’s value because outcomes tend to be binary (successful approval or failure) and can open large, high-value markets if effective.

muscle-invasive bladder cancer medical

"has the potential to address a difficult to treat disease such as muscle-invasive bladder cancer"

A type of bladder cancer that has grown from the lining into the thick muscle layer of the bladder wall, making it more aggressive and likely to spread. For investors, this matters because muscle-invasive disease typically requires more intensive treatments, has different clinical trial endpoints and regulatory pathways, and represents a distinct market for drugs, surgeries and diagnostics — like a deeper-rooted problem needing heavier-duty tools.

tumor microenvironment medical

"limited durable treatment options, and a highly immunosuppressive tumor microenvironment."

The tumor microenvironment is the immediate area surrounding a cancer cell, made up of nearby cells, blood vessels, and support structures that influence how the cancer grows and spreads. It functions like a bustling neighborhood that can either help or hinder the tumor’s development. For investors, understanding changes in this environment can signal the effectiveness of treatments and potential shifts in a cancer-related market.

non-voting convertible preferred stock financial

"shares of a new series of non-voting convertible preferred stock of TransCode"

A non-voting convertible preferred stock is a share that normally pays a fixed dividend and takes priority over common stock for payouts, but does not grant the holder the right to vote on corporate matters. It can be exchanged later for a set number of common shares, offering the potential to participate in price gains without immediate control—like holding a high-yield loan that can be turned into equity, which matters to investors weighing steady income, upside potential, and possible dilution of ownership.

fully diluted basis financial

"represents 6.8% of TransCode's common stock on a fully diluted basis assuming conversion"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

AI-generated analysis. Not financial advice.

• TransCode adds a unique adenovirus technology platform to its early-stage pipeline that has the potential to address a difficult to treat disease such as muscle-invasive bladder cancer.

BOSTON, March 3, 2026 /PRNewswire/ -- TransCode Therapeutics, Inc. (NASDAQ: RNAZ), 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 exclusive, worldwide, fully paid-up royalty-free license agreement with Unleash Immuno Oncolytics, Inc. ("Unleash"). TransCode obtained the rights to develop three Unleash drug candidates, UIO-524, UIO-525 and UIO-526, which includes a license of all in-licensed rights held by Unleash to the Unleash drug candidates together with the acquisition of all rights to the drug candidates owned by Unleash.  Under the terms of the exclusive license agreement, Unleash will receive a one-time payment of 1,136,364 shares of a new series of non-voting convertible preferred stock of TransCode, convertible into an equal number of shares of common stock of TransCode (the "Preferred Stock").  The Preferred Stock represents 6.8% of TransCode's common stock on a fully diluted basis assuming conversion of all TransCode preferred stock outstanding. 

The lead candidate UIO-524 complements and expands TransCode's oncology pipeline by introducing a next-generation, biology-driven oncolytic immunotherapy platform designed to address solid tumor indications with high-unmet medical need, beginning with muscle-invasive bladder cancer (MIBC).

MIBC is a significant unmet medical need indication with poor outcomes, limited durable treatment options, and a highly immunosuppressive tumor microenvironment. Bladder cancer represents a multi-billion-dollar global market, with muscle-invasive disease accounting for a disproportionate share of treatment intensity and healthcare costs, creating what TransCode believes is a compelling opportunity for differentiated therapeutic approaches.

Dr. Philippe P. Calais, Pharm.D., Ph.D., Chairman and CEO of TransCode, stated that "As we are advancing our lead asset, TTX-MC138, into a clinical Phase 2a trial, expanding our pipeline with an innovative preclinical technology such as UIO-524 provides us with an additional shot on goal using a next generation oncolytic immunotherapy candidate intended to address a large and attractive market in more aggressive settings such as MIBC."

Tungsten Advisors acted as the exclusive financial advisor.

About Unleash and the Licensing Transaction

UIO-524 is a rationally designed oncolytic adenovirus engineered to selectively replicate within both malignant cells and cancer-associated stroma. The virus delivers a multi-cytokine immune-activating payload comprising CD40-L, 4-1BBL, and IL-21, intended to activate dendritic cells, T cells, and NK cells, and to drive a robust, systemic anti-tumor immune response. UIO-524 is regulated by a proprietary SPARC promoter that is highly active in malignant cells and cancer-associated stromal compartments and which enables biology-driven differentiation. This design enables selective viral replication and localized expression of immune-activating cytokines within the tumor microenvironment.

UIO-524 builds on CG Oncology's CG0070, the most clinically advanced and successful oncolytic adenovirus to date, demonstrating meaningful activity in non–muscle-invasive bladder cancer (NMIBC). UIO-524 contains a structurally related oncolytic adenovirus backbone, incorporates tumor- and stroma-targeted replication and contains a more comprehensive, multi-cytokine immune payload. This design positions UIO-524 as a next-generation oncolytic immunotherapy candidate intended to address more aggressive disease settings such as MIBC.

A more detailed description of the financing and licensing agreements can be found in TransCode's Form 8-K filed with the U.S Securities and Exchange Commission.

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.

About TransCode Therapeutics

TransCode Therapeutics, Inc. is a clinical stage company pioneering immuno-oncology and RNA for the treatment of high risk and advanced cancer. The company's lead therapeutic candidate, TTX-MC138, is focused on treating metastatic tumors that overexpress microRNA-10b, a unique, well-documented biomarker of metastasis. In addition, TransCode has a portfolio of other first-in-class therapeutic candidates designed to mobilize the immune system to recognize and destroy cancer cells.

Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning TransCode's technology and collaborations, statements concerning the therapeutic potential of TransCode's TTX-MC138 and other therapeutic candidates, statements concerning the benefits of the licensing transaction and the opportunity in MIBC. Any forward-looking statements in this press release are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risks associated with drug discovery and development; the risk that the results of clinical trials will not be consistent with TransCode's preclinical studies or expectations or with results from previous clinical trials; risks associated with the conduct of clinical trials; risks associated with TransCode's financial condition and its need to obtain additional funding to support its business activities, including TransCode's ability to continue as a going concern; risks associated with the timing and outcome of TransCode's planned regulatory submissions; risks associated with obtaining, maintaining and protecting intellectual property; risks associated with TransCode's ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties; risks of competition from other companies developing products for similar uses; risks associated with TransCode's dependence on third parties; and risks associated with geopolitical events and pandemics, including the COVID-19 coronavirus and military actions. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause TransCode's actual results to differ from those contained in or implied by the forward-looking statements, see the section entitled "Risk Factors" in TransCode's Annual Report on Form 10-K for the year ended December 31, 2024, as well as discussions of potential risks, uncertainties and other important factors in any subsequent TransCode filings with the Securities and Exchange Commission. All information in this press release is as of the date of this release; TransCode undertakes no duty to update this information unless required by law. 

View original content to download multimedia:https://www.prnewswire.com/news-releases/transcode-secures-exclusive-worldwide-fully-paid-up-royalty-free-license-to-develop-and-commercialize-a-next-generation-oncolytic-immunotherapy-platform-in-an-all-stock-transaction-underscoring-the-companys-dedication-to-improv-302701818.html

SOURCE TransCode Therapeutics, Inc.

FAQ

What did TransCode (RNAZ) acquire on March 3, 2026?

TransCode acquired an exclusive, worldwide, fully paid-up royalty-free license to three Unleash oncolytic candidates. According to the company, the deal covers UIO-524, UIO-525 and UIO-526 and transfers in-licensed and owned rights to TransCode.

How was the TransCode (RNAZ) deal with Unleash financed and what is the shareholder impact?

The transaction was an all-stock deal issuing preferred stock instead of cash. According to the company, Unleash received 1,136,364 preferred shares equal to 6.8% on a fully diluted basis, implying potential dilution upon conversion.

What is UIO-524 and why is it important for TransCode (RNAZ)?

UIO-524 is a next-generation adenovirus-based oncolytic immunotherapy candidate aimed at solid tumors. According to the company, it complements TransCode's pipeline and is intended to address muscle-invasive bladder cancer, a high-unmet-need indication.

Does the TransCode (RNAZ) agreement require ongoing royalties or milestone payments?

No ongoing royalties were reported in the announcement; the license is fully paid-up and royalty-free. According to the company, payment consisted solely of the one-time issuance of convertible preferred stock to Unleash.

What are the main risks for TransCode (RNAZ) from this license transaction?

Primary risks include preclinical-to-clinic uncertainty for the licensed candidates and equity dilution risk from the preferred stock issuance. According to the company, the assets are preclinical and conversion could increase outstanding common shares.