RNAZ · TransCode Therapeutics, Inc.

TransCode Therapeutics secured significant financing flexibility through a Standby Equity Purchase Agreement (SEPA) with Yorkville, enabling up to $14 million in common stock sales at the company's discretion, subject to volume and pricing limitations tied to VWAP. Complementing this, prepaid advances provide immediate non-dilutive capital: a $1 million first tranche (net $950,000 after 5% discount) conditioned on the imminent 10-K filing, and a larger $5 million second tranche (net $4.75 million) pending registration effectiveness, shareholder approval to exceed the 19.99% exchange cap of 183,301 shares, and Nasdaq approval. The convertible notes carry favorable 5% interest, 18-month terms with extension options, and conversion mechanics that protect against excessive dilution via floor pricing at 20% of the prior trading price. This structure extends runway into late 2027/early 2028, supporting the Phase 2a trial of lead candidate TTX-MC138 without immediate cash outflow pressure. Additionally, the filing discloses a routine PIK dividend issuance under prior acquisition terms, maintaining compliance with existing obligations. Investor protections include ownership limits, default provisions, and registration rights, positioning this as a strategic capital infusion amid clinical advancement.