TransCode Therapeutics Publishes Open Letter Outlining Company’s Progress and Objectives - Seite 3

It has been suggested that we seek nondilutive funding (instead of issuing new equity) – we have and we are. We have submitted applications for nondilutive government funding and are awaiting funding decisions. We are also pursuing partnering opportunities as described above. The challenge with nondilutive funding, however, is that TransCode does not control either the decision about whether such funding will be made available, nor the timing of such funding. This applies both to government grants as well as to potential collaboration arrangements with potential strategic partners.

We assure you that we do everything we possibly can to minimize the cost of obtaining the new capital needed both for company operations and to have our shares continue to trade on Nasdaq. We are streamlining operations to extend our cash runway and ensure effective use of our funds to reach our most significant and potentially valuable milestones, including further clinical development progress with our lead therapeutic candidate.

We respectfully request that you vote in favor of the reverse split proposal. If you have already voted, it is not too late to change your vote should you wish to do so. If you have any questions or need help voting, please call our proxy solicitor, Saratoga Proxy Consulting LLC, at [phone].

Summary

We extend our heartfelt gratitude for your continued investment in TransCode. Your trust and support empower us to face challenges head-on and drive us toward a future where our innovative therapies make a meaningful impact on the lives of cancer patients. We eagerly look forward to sharing further updates on our progress in the coming months and remain optimistic about the promising future that lies ahead.

Thank you for being an essential part of our journey.

Sincerely,

Philippe Calais, PharmD, PhD Executive Chairman	R. Michael Dudley Chief Executive Officer and Co-Founder

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning expected clinical results of TransCode’s therapeutic candidates, statements concerning the results of RNA research, statements concerning the potential for treating cancer with RNA therapeutics, statements concerning the timing and outcome of expected regulatory filings and clinical trials, including the currently-open first-in-human study of TTX-MC138, statements concerning the timing and outcome of this study, including whether this study will demonstrate proof-of-mechanism, statements concerning TransCode’s development programs and TTX technology platform generally, and statements concerning TransCode’s need for additional capital. Any forward-looking statements in this press release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk associated with drug discovery and development; the risk that the results of our planned clinical trials will not be consistent with our pre-clinical studies or expectations; risks associated with the timing and outcome of TransCode’s planned regulatory submissions; risks associated with TransCode’s planned clinical trials for its product candidates; risks associated with obtaining, maintaining and protecting intellectual property; risks associated with TransCode’s ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties; the risk of competition from other companies developing products for similar uses; risks associated with TransCode’s financial condition and its need to obtain additional funding to support its business activities, including TransCode’s ability to continue as a going concern; risks associated with TransCode’s dependence on third parties; and risks associated with the COVID-19 coronavirus. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause TransCode’s actual results to differ from those contained in or implied by the forward-looking statements, see the section entitled “Risk Factors” in TransCode’s Annual Report on Form 10-K for the year ended December 31, 2022, as well as discussions of potential risks, uncertainties and other important factors in any subsequent TransCode filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release; TransCode undertakes no duty to update this information unless required by law.