Transcode Therapeutics, Inc S-1, filed Nov 28, 2022

Transcode Therapeutics, Inc. (RNAZ)

S-1 2022-11-28

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

	TRADEMARKS, SERVICE MARKS AND TRADE NAMES					ii
	WHERE YOU CAN OBTAIN MORE INFORMATION					iii
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					iv
	PROSPECTUS SUMMARY					1
	THE OFFERING					11
	SUMMARY FINANCIAL DATA					13
	RISK FACTORS					15
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					73
	INDUSTRY AND OTHER DATA					75
	USE OF PROCEEDS					76
	DIVIDEND POLICY					78
	CAPITALIZATION					79
	DILUTION					80
	BUSINESS					82
	PRINCIPAL STOCKHOLDERS					132
	DESCRIPTION OF CAPITAL STOCK					133
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS					138
	UNDERWRITING					144
	LEGAL MATTERS					150
	EXPERTS					150

	Nine Months Ended September 30,						Years Ended December 31,
	2022			2021			2021			2020
	Unaudited
Statement of Operations Data
Operating expenses
Research and development		$	7,545,628		$	1,468,457		$	2,753,966		$	284,459
General and administrative			5,592,727			1,696,444			3,397,169			442,145
Total operating expenses			13,138,355			3,164,901			6,151,135			726,604
Operating loss			(13,138,355)			(3,164,901)			(6,151,135)			(726,604)
Other income (expense)
Change in fair value of derivative liabilities			—			(867,000)			(867,000)			(1,208,000)
Change in fair value of warranty liability			—			(6,109)			(6,109)			(14,852)
Grant income			696,669			88,786			278,333			—
Loss on sale of equipment			—			—			(3,082)			—
Interest expense			—			(95,070)			(95,070)			(394,573)
Interest income			10,774			154			664			136
Total other income (expense)			707,443			(879,239)			(692,264)			(1,617,289)
Loss before income taxes			(12,430,912)			(4,044,140)			(6,843,399)			(2,343,893)
Income tax expense (benefit)			—			—			—			—
Net loss		$	(12,430,912)		$	(4,044,140)		$	(6,843,399)		$	(2,343,893)
Basic and diluted loss per common share(1)		$	(0.96)		$	(0.58)		$	(0.81)		$	(0.51)
Weighted average number of common shares outstanding, basic and diluted(1)			12,977,234			6,932,982			8,425,880			4,636,216

	September 30, 2022			December 31,
	September 30, 2022			2021			2020
	Unaudited
Balance Sheet Data
Current assets		$	11,569,885		$	22,732,175		$	831,215
Total assets			12,015,573			22,938,443			1,055,368
Current liabilities			3,771,376			2,534,097			404,862
Total liabilities			3,771,376			2,534,097			4,463,600
Total stockholders’ equity (deficit)			8,244,197			20,404,346			(3,408,232)

	As of September 30, 2022
	(unaudited)
	Actual			As Adjusted
Cash		$	8,790,540		$	13,870,540
Stockholders’ equity
Preferred stock – $0.0001 par value; 10,000,000 shares authorized actual and as adjusted; no shares issued or outstanding actual or as adjusted			—			—
Common stock – $0.0001 par value; 290,000,000 shares authorized; 12,977,234 shares issued and outstanding actual; 25,477,234 shares issued and outstanding as adjusted		$	1,298		$	2,548
Additional paid-in capital			30,979,092			36,057,842
Accumulated deficit			(22,736,193)			(22,736,193)
Total stockholders’ equity			8,244,197			13,324,197
Total capitalization		$	8,244,197		$	13,324,197

Assumed public offering price per share			$	0.48
Net tangible book value per share at September 30, 2022	$	0.64
Decrease in book value per share attributable to new investors	$	0.12
As adjusted net tangible book value per share after this offering			$	0.52
Accretion per share to new investors			$	0.04

	Shares Beneficially Owned Prior to Offering				Shares Beneficially Owned After Offering
Name of Beneficial Owner	Number		Percent		Number		Percent
Greater-than-5% Stockholders
Zdravka Medarova, PhD, Chief Technology Officer(1)		1,643,770		12.6%		1,643,770		6.4%
Anna Moore, PhD, Co-Founder, Advisor(2)		1,598,278		12.3%		1,598,278		6.3%
Named Executive Officers and Directors
Robert Michael Dudley, Chief Executive Officer, President, and Director(3)		1,741,966		12.6%		1,741,966		6.6%
Thomas A. Fitzgerald, Vice President, Chief Financial Officer(4)		393,999		3.0%		393,999		1.5%
Philippe Calais, PhD, Director(5)		152,649		1.2%		152,649		0.6%
Erik Manting, PhD, Director(6)		25,272		0.2%		25,272		0.1%
Magda Marquet, PhD, Director(7)		24,261		0.2%		24,261		0.1%
All executive officers and directors as a group (5 persons)		2,338,148		17.2%		2,338,148		8.9%

Underwriter	Number of Shares	Number of Pre-Funded Warrants
ThinkEquity
Total

	Amount Paid or to Be Paid
SEC registration fee		$	808
FINRA filing fee			3,249
Printing and mailing			52,000
Legal fees and expenses			225,000
Accounting fees and expenses			40,000
Miscellaneous			118,943
Total		$	440,000

Exhibit number			Description
1.1			Form of Underwriting Agreement.
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 Representative Warrant.
4.3			Form of Pre-funded 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)).

Exhibit number			Description
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)).
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)).
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 to this registration statement).
107			Filing Fee Table.

NAME	TITLE	DATE
/s/ Robert Michael Dudley Robert Michael Dudley	Director and Chief Executive Officer (Principal Executive Officer)	November 28, 2022
/s/ Thomas A. Fitzgerald Thomas A. Fitzgerald, MBA	Director and Chief Financial Officer (Principal Financial and Accounting Officer)	November 28, 2022
/s/ Philippe P. Calais Philippe P. Calais, PhD	Director	November 28, 2022
/s/ Erik Manting Erik Manting, PhD	Director	November 28, 2022
/s/ Magda Marquet Magda Marquet, PhD	Director	November 28, 2022

	If to the Representative:

	ThinkEquity
	17 State Street, 41^st Fl
	New York, NY 10004
	Attn: Head of Investment Banking
	Fax: (212) 349-2550
	e-mail: Notices@think-equity.com

	with a copy (which shall not constitute notice) to:

	McGuireWoods LLP
	1251 Avenue of the Americas, 20th Floor
	New York, New York 10020
	Attn:	Stephen Older, Esq.
		Rakesh Gopalan, Esq.
	Email:	solder@mcguirewoods.com
		rgopalan@mcguirewoods.com

	If to the Company:

	TransCode Therapeutics, Inc.
	6 Liberty Square, #2382
	Boston, MA
	Attn:	R. Michael Dudley, Chief Executive Officer

	with a copy (which shall not constitute notice) to:

	Goodwin Procter LLP
	100 Northern Avenue
	Boston, MA 02210
	Attn:	Michael Bison, Esq.

Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

THINKEQUITY LLC

By:
	Name:
	Title:

Underwriter	Total Number of Firm Shares to be Purchased	Total Number of Firm Pre- funded Warrants to be Purchased	Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised	Number of Option Pre- funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised
ThinkEquity LLC



TOTAL

	Very truly yours,

	TRANSCODE THERAPEUTICS, INC.

	By:
		Name:
		Title:

	TRANSCODE THERAPEUTICS, INC.

	By:
		Name:
		Title:

	1.	R. Michael Dudley
	2.	Thomas A. Fitzgerald
	3.	Philippe P. Calais
	4.	Erik Manting
	5.	Magda Marquet
	6.	Zdravka Medarova
	7.	Anna Moore

	Very truly yours,


	(Name - Please Print)


	(Signature)


	(Name of Signatory, in the case of entities - Please Print)


	(Title of Signatory, in the case of entities - Please Print)

	Address:

Warrant Shares: _______
	Issue Date:	___, 2022

	Initial Exercise Date:	___, 2022

Name:
			(Please Print)

Address:
			(Please Print)

Phone Number:

Email Address:

Dated: ,

Holder’s Signature:

Holder’s Address: