Announcement • Apr 08

TransCode Therapeutics, Inc. announced that it expects to receive $19.7 million in funding from Yorkville Advisors Global LP

TransCode Therapeutics, Inc. announced that it has entered into a Three year Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD, (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville common shares at a par value of $0.0001 subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA for gross proceeds of $14,000,000 and will issue convertible promissory notes in the principal amount of $6,000,000 at an original issue discount of 5% for gross proceeds of $5,700,000 for total aggregate gross proceeds of $19,700,000 on April 6, 2026. The company will issue convertible promissory notes in two tranches. The company will issue note in the principal amount of $$950,000 at a discount of 5% ($50,000) for gross proceeds of $950,000 in its first tranche conditioned upon the Company filing its Annual Report or the year ended December 31, 2025 on or prior to April 15, 2025 and will issue note in the principal amount of $5,000,000 at a discount of 5% ($250,000) for gross proceeds of $$4,750,000 in its second tranche upon receipt of the requisite stockholder approval. The convertible notes will accrue at an annual rate of 5.0%, subject to an increase to 18% upon an event of default as described below. The maturity date of the First Convertible Note will be on the 18-month anniversary of the date upon which the First Convertible Note was issued. The maturity date of the Second Convertible Note will be the 18-month anniversary of the date upon which the Second Convertible Note is issued. The applicable maturity date of each Convertible Note may be extended by the Company, at its option, for a period of six months on two occasions by providing written notice to Yorkville. As consideration for Yorkville’s commitment to purchase Common Stock at the Company’s direction pursuant to the SEPA, the Company (i) paid to Yorkville a cash “diligence fee” in the amount of $25,000 and (ii) shall pay a commitment fee in an amount equal to 2.00% of the Commitment Amount (the “Commitment Fee”), or $280,000, which shall be paid on the earlier of (i) the thirtieth Trading Day following April 6, 2026, or (ii) the initial filing date of the initial Yorkville Registration Statement (the “Fee Due Date”). The Company may pay the Commitment Fee on the Fee Due Date either in cash or by issuance to the Investor of such number of Common Shares that is equal to the Commitment Fee divided by the closing price of the Common Shares as of the Trading Day immediately prior to the Fee Due Date (collectively, the “Commitment Shares”).

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