TransCode Therapeutics Enters into Agreements for up to $20 Million Flexible Financing, Extending Company's Runway into Late 2027/Early 2028

TransCode Therapeutics (NASDAQ: RNAZ) entered agreements for up to $20 million in flexible financing on April 7, 2026, combining up to $6 million in pre-paid advances and a three-year SEPA to sell up to $14 million of common stock subject to conditions.

Rhea-AI Summary

TransCode Therapeutics (NASDAQ: RNAZ) entered agreements for up to $20 million in flexible financing on April 7, 2026, combining up to $6 million in pre-paid advances and a three-year SEPA to sell up to $14 million of common stock subject to conditions.

Management says the financing extends the company runway into late 2027/early 2028 and is intended to support completion of the Phase 2a trial for lead program TTX-MC138 and exploration of a strategic collaboration.

Positive

• Up to $20M flexible financing secured
• $6M available as pre-paid advances
• Three-year SEPA allows up to $14M equity sales
• Runway extended to late 2027/early 2028
• Financing targeted to complete Phase 2a for TTX-MC138

Negative

• Equity sales under SEPA could cause share dilution
• Full $20M funding is conditional, not guaranteed
• Reliance on a single institutional investor for capital

Argus Apr 7 session

-2.90% close to close Open Argus

Details

News Market Reaction – RNAZ

On Apr 7, the day this news came out, RNAZ closed 2.90% below the previous close.

Data tracked by StockTitan Argus for the Apr 7 session.

Key Figures

Total financing capacity: $20 million Pre-paid advances: $6 million SEPA equity capacity: $14 million +2 more

Total financing capacity

$20 million

Flexible financing agreement with institutional healthcare investor

Pre-paid advances

$6 million

Pre-paid advances component of financing

SEPA equity capacity

$14 million

Common stock sale capacity under SEPA

SEPA term

3 years

Duration of Standby Equity Purchase Agreement

Lead trial stage

Phase 2a

TTX-MC138 trial referenced in financing release

Historical Context

5 past events · Latest: 2026-03-03

5 events

1. 2026-03-03

   Oncolytic license deal

   24h Move

   +3.9%

   Exclusive license for three adenovirus-based oncolytic candidates via all-stock deal.

2. 2026-02-23

   Preclinical publication

   24h Move

   -0.2%

   Peer-reviewed RIG-I immunotherapy study highlighting TTX nanoparticle platform.

3. 2026-02-05

   IND amendment filed

   24h Move

   +16.2%

   IND amendment for Phase 2a TTX-MC138 colorectal cancer trial on PRE-I-SPY platform.

4. 2026-01-06

   Glioblastoma data

   24h Move

   +0.7%

   Preclinical data showing tumor penetration, target engagement, and survival benefit.

5. 2025-12-22

   Board appointment

   24h Move

   -4.1%

   Appointment of Jack E. Stover to board and key committees to add experience.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

standby equity purchase agreement, sepa, phase 2a, immuno-oncology

4 terms

standby equity purchase agreement financial

"a three-year Standby Equity Purchase Agreement (SEPA) providing the Company the right"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

sepa financial

"three-year Standby Equity Purchase Agreement (SEPA) providing the Company the right"

SEPA, or Single Euro Payments Area, is a system that allows money to be transferred easily and quickly across European countries using a common set of rules and standards. It makes cross-border payments as simple as sending money within your own country, reducing costs and processing times. For investors, SEPA simplifies international transactions within Europe, making it easier to move funds and manage investments across multiple countries.

phase 2a medical

"as we conduct our Phase 2a trial for our lead clinical program, TTX-MC138"

Phase 2a is an early stage in testing a new medical treatment or drug, where the main goal is to assess its safety and find the right dosage. For investors, this stage indicates whether the treatment shows initial promise before moving on to larger, more definitive studies; progress here can influence expectations for future development and potential success.

immuno-oncology medical

"clinical stage company pioneering immuno-oncology and RNA for the treatment"

Immuno-oncology is a field of medicine focused on using the body's immune system to fight cancer. It involves developing treatments that help the immune system recognize and attack cancer cells more effectively. For investors, advancements in immuno-oncology can signal promising new therapies that may lead to improved patient outcomes and potentially significant commercial opportunities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

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, and statements concerning the expected proceeds from the financing. 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. 

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SOURCE TransCode Therapeutics, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did TransCode Therapeutics (RNAZ) announce on April 7, 2026?

They announced up to $20 million in flexible financing, combining pre-paid advances and a SEPA. According to the company, the package includes up to $6 million in pre-paid advances plus a three-year SEPA for up to $14 million.

How will the TransCode (RNAZ) financing affect the company runway and timeline?

The financing is expected to extend runway into late 2027/early 2028. According to the company, this should enable completion of the Phase 2a study for lead program TTX-MC138 and support pursuit of a strategic collaboration.

What are the key terms of the SEPA in TransCode's (RNAZ) financing agreement?

The SEPA is a three-year standby equity purchase agreement allowing up to $14 million of common stock sales, subject to certain conditions. According to the company, equity sales under the SEPA will occur only if agreed conditions are met.

Will TransCode's (RNAZ) new financing dilute existing shareholders?

Yes, equity issuance under the SEPA could dilute existing shareholders if shares are sold. According to the company, up to $14 million of common stock may be sold under the three-year SEPA, subject to conditions.

How will TransCode (RNAZ) use the proceeds from the up to $20 million financing?

Proceeds are intended to fund operations and complete the Phase 2a trial for TTX-MC138. According to the company, the financing provides flexibility to maintain operational momentum and explore strategic collaboration for the program.