TransCode Therapeutics Inc美股招股说明书(2025-03-25版)

(To Prospectus Dated December16, 2022) 10,250,000 Shares of Common Stock10,250,000 Common Warrants to Purchase 10,250,000 Shares of Common Stock10,250,000 Shares of Common Stock Issuable Upon Exercise of Common Warrants TransCode Therapeutics, Inc. We are offering 10,250,000 shares of our common stock, $0.0001 par value per share, at a purchase price of $ 0.98 per share, and accompanyingwarrants to purchase up to an aggregate of 10,250,000 shares of our common stock (the “Common Warrants”), pursuant to this prospectus supplementand the accompanying prospectus at a combined purchase price of $0.98 per share and accompanying Common Warrant, in a registered direct offeringto certain institutional and accredited investors pursuant to this prospectus supplement and the accompanying prospectus. Each Common Warrant willhave an exercise price equal to $0.86, will be immediately exercisable upon issuance, and will expire on the fifth anniversary of the issuancedate. Our common stock is listed on the Nasdaq Capital Market under the symbol “RNAZ.” On March21, 2025, the last reported sale price of our commonstock on the Nasdaq Capital Market was $1.12 per share. There is no established trading market for the Common Warrants and we do not intend to listthe Common Warrants on any securities exchange or nationally recognized trading system. We have retained ThinkEquity LLC to act as our exclusive placement agent (the “placement agent”) in connection with this offering. The placementagent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus supplement. The placement agent isnot purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specificnumber of shares or dollar amount. We have agreed to pay the placement agent the fees set forth in the table below. We will bear all costs associatedwith the offering. See “Plan of Distribution” beginning on pageS-26 of this prospectus supplement. We previously offered and sold securities under our shelf registration statement on Form S-3 (File No. 333-268764) pursuant to General InstructionI.B.6, often referred to as the “baby shelf” rule, because our public float was below $75 million. Based on the reported sale price of our common stockof $1.12 per share, as reported on the Nasdaq Capital Market on March21, 2025, the aggregate market value of our public float, calculated accordingto General Instruction I.B.6. of Form S-3, is $132,777,223 based on 11,252,429 shares of our common stock outstanding as of March21, 2025, ofwhich 11,252,307 shares are held by non-affiliates. As the aggregate market value of our outstanding common equity held by non-affiliates exceeded$75million, we are no longer subject to the baby shelf limitation on the amount of securities we may sell. Consequently, we are relying on GeneralInstruction I.B.1 of Form S-3 and may offer and sell additional securities without the prior 12-month limitations under General Instruction I.B.6. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and a “smaller reportingcompany,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reportingrequirements. Investing in our securities involves a high degree of risks. See “Risk Factors” beginning on pageS-10. Neither the U.S. Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplementor the accompanying prospectus. Any representation to the contrary is a criminal offense. Per Share andAccompanyingCommonWarrantTotalRegistered Direct offering price$0.98$10,045,000Placement agent fees$0.0686$703,150Proceeds to us, before expenses$0.9114$9,341,850(1)(2) (1)In addition, we have agreed to reimburse the placement agent for certain of its expenses, as well as paying a non-accountable expense allowanceequal to 1% of the gross proceeds in this offering, and to issue warrants to the placement agent to purchase shares of our common stock (the“Placement Agent Warrants”) equal to 5% of the shares of common stock sold in this offering. This prospectus supplement also registers the offerand sale of these Placement Agent Warrants and the offer and sale of the shares of our common stock issuable upon exercise of the PlacementAgent Warrants. See “Plan of Distribution” beginning on pageS-26 of this prospectus supplement for additional information regarding theplacement agent’s compensation. The amount of the offering proceeds to us presented in this table does not give effect to any exercise of Placement Agent Warrants. Delivery of the securities is expected to occur on the second business day following the date of pricing of the securities which is on or about March 25,2025, subject to s