Transcode Therapeutics, Inc S-1/A, filed Jun 5, 2023

Transcode Therapeutics, Inc. (RNAZ)

S-1/A 2023-06-05

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

	TRADEMARKS, SERVICE MARKS AND TRADE NAMES					i
	WHERE YOU CAN OBTAIN MORE INFORMATION					iii
	INCORPORATION BY REFERENCE					iii
	PROSPECTUS SUMMARY					1
	THE OFFERING					14
	SUMMARY FINANCIAL DATA					16
	RISK FACTORS					18
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					28
	INDUSTRY AND OTHER DATA					30
	USE OF PROCEEDS					31
	DIVIDEND POLICY					33
	DILUTION					34
	DESCRIPTION OF CAPITAL STOCK AND SECURITIES WE ARE OFFERING					36
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS					45
	PLAN OF DISTRIBUTION					53
	LEGAL MATTERS					56
	EXPERTS					56

	Three Months Ended March 31,						Years Ended December 31,
	2023			2022			2022			2021
	Unaudited
Statement of Operations Data
Operating expenses
Research and development		$	2,591,350		$	1,881,576		$	10,232,366		$	2,753,966
General and administrative			2,309,763			1,595,926			8,433,448			3,397,169
Total operating expenses			4,901,113			3,477,502			18,665,814			6,151,135
Operating loss			(4,901,113)			(3,477,502)			(18,665,814)			(6,151,135)
Other income (expense)
Change in fair value of derivative liabilities			—			—			—			(867,000)
Change in fair value of warranty liability			—			—			—			(6,109)
Grant income			79,409			6,990			1,080,436			278,333
Loss on sale of equipment			—			—			—			(3,082)
Interest expense			—			—			—			(95,070)
Interest income			4,770			442			20,410			664
Total other income (expense)			84,179			7,432			1,100,846			(692,264)
Loss before income taxes			(4,816,934)			(3,470,070)			(17,564,968)			(6,843,399)
Income tax expense (benefit)			—			—			—			—
Net loss		$	(4,816,934)		$	(3,470,070)		$	(17,564,968)		$	(6,843,399)
Basic and diluted loss per common share(1)		$	(6.69)		$	(5.35)		$	(27.07)		$	(16.24)
Weighted average number of common shares outstanding, basic and diluted(1)			720,019			648,861			648,861			421,294

				December 31,
	March 31, 2023			2022			2021
	Unaudited
Balance Sheet Data
Current assets		$	4,346,623		$	7,379,405		$	22,732,175
Total assets			5,590,510			7,587,986			22,938,443
Current liabilities			5,449,489			4,347,290			2,534,097
Total liabilities			5,827,302			4,347,290			2,534,097
Total stockholders’ equity (deficit)			(236,792)			3,240,696			20,404,346

Assumed public offering price per share and accompanying common stock purchase warrant			$	4.91
Pro forma net tangible book value per share at March 31, 2023	$	0.31
Increase in book value per share attributable to new investors	$	2.50
As adjusted pro forma net tangible book value per share after this offering	$	2.81
Dilution per share to new investors			$	2.10

	Amount Paid or to Be Paid
SEC registration fee		$	1,725.32
FINRA filing fee
Printing and mailing
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
Total		$

	Exhibit number			Description
	3.1			Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
	3.2			Amended and Restated Bylaws of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
	4.1			Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333- 253599)).
	4.2*			Form of Common stock purchase warrant.
	4.3*			Form of Pre-funded Warrant.
	4.4*			Form of Placement Agent Warrant.
	5.1*			Opinion of Goodwin Procter LLP.
	10.1#			2020 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599).
	10.2#			2021 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	10.3#			Senior Executive Cash Incentive Bonus Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	10.4#			Form of Indemnification Agreement between the Registrant and each of its executive officers (Incorporated by reference to Exhibit 10.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	10.5#			Form of Indemnification Agreement between the Registrant and each of its directors (Incorporated by reference to Exhibit 10.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)).
	10.6			Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 26, 2018 (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
	10.7#			First Amendment to Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 30, 2020 (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
	10.8#			2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)).
	10.9#			Employment Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Robert Michael Dudley (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333- 253599)).

	Exhibit number			Description
	10.10#			Letter Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Robert Michael Dudley (Incorporated by reference to Exhibit 10.10 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
	10.11#			Employment Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.11 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
	10.12#			Letter Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.12 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
	10.13			Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on February 17, 2023).
	10.14			Common Stock Purchase Agreement, dated April 13, 2023, by and between TransCode Therapeutics, Inc. and White Lion Capital LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on April 13, 2023).
	10.15*			Form of Securities Purchase Agreement.
	21.1**			List of Subsidiaries of the Registrant.
	23.1*			Consent of Withum Smith+Brown, PC, independent registered public accounting firm.
	23.2*			Consent of Goodwin Procter LLP (included in Exhibit 5.1).
	24.1**			Power of Attorney (included on signature page).
	107**			Filing Fee Table.

NAME	TITLE	DATE
/s/ Robert Michael Dudley Robert Michael Dudley	Director and Chief Executive Officer (Principal Executive Officer)	June 5, 2023
/s/ Thomas A. Fitzgerald Thomas A. Fitzgerald, MBA	Director and Chief Financial Officer (Principal Financial and Accounting Officer)	June 5, 2023
* Philippe P. Calais, PhD	Director	June 5, 2023
* Erik Manting, PhD	Director	June 5, 2023
* Magda Marquet, PhD	Director	June 5, 2023
* /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Attorney-in-fact

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Dated:                    ,

Holder’s Signature:

Holder’s Address:

Name:	______________________________________
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Address:	______________________________________
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Phone Number:	______________________________________

Email Address:	______________________________________

Dated: _______________ __, ______

Holder’s Signature: _______________

Holder’s Address: _______________

TransCode Therapeutics, Inc.		Address for Notice:

By:
	Name:	E-Mail:
	Title:
With a copy to (which shall not constitute notice):

	TRANSCODE THERAPEUTICS, INC.

	By:
		Name:
		Title:

	Very truly yours,

	/s/ GOODWIN PROCTER llp
	GOODWIN PROCTER llp