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TransCode Secures Exclusive, Worldwide, Fully Paid-Up Royalty-Free License to Develop and Commercialize a Next-Generation Oncolytic Immunotherapy Platform in an All-Stock Transaction Underscoring the Company's Dedication to Improving the Lives of Cancer P

MWN-AI** Summary

TransCode Therapeutics, Inc. (NASDAQ: RNAZ), a clinical-stage company dedicated to advancing immuno-oncology treatments, has announced a significant licensing agreement with Unleash Immuno Oncolytics, Inc. The deal provides TransCode with an exclusive, worldwide, fully paid-up royalty-free license to develop three oncolytic immunotherapy candidates—UIO-524, UIO-525, and UIO-526—targeting critical cancer indications. This all-stock transaction involves the issuance of 1,136,364 shares of new non-voting convertible preferred stock to Unleash, equating to about 6.8% of TransCode's diluted common stock.

The lead candidate, UIO-524, is a next-generation oncolytic adenovirus designed to selectively target malignant cells and augment immune responses specifically in challenging contexts such as muscle-invasive bladder cancer (MIBC). MIBC is recognized for its poor patient outcomes and limited treatment options, making it a critical focus for innovative therapies. TransCode's CEO, Dr. Philippe P. Calais, emphasized the strategic importance of integrating UIO-524 into TransCode's pipeline, particularly as it prepares to escalate its existing therapeutic candidate, TTX-MC138, into a Phase 2a trial.

UIO-524 harnesses advanced technology that enables it to replicate within tumor environments, delivering a mix of immune-enhancing cytokines intended to activate a robust anti-tumor immune response. This platform not only builds upon prior successes with CG Oncology’s CG0070 but also offers a more sophisticated approach targeting aggressive cancer forms.

This acquisition positions TransCode favorably within the expansive bladder cancer market, which is valued in the billions, as they seek to pioneer differentiated therapeutic solutions to meet unmet medical needs. The licensing agreement underscores TransCode's commitment to improving cancer care through innovative therapies that mobilize immune system responses against tumors.

MWN-AI** Analysis

TransCode Therapeutics, Inc. (NASDAQ: RNAZ) recently made headlines by securing an exclusive, worldwide, fully paid-up royalty-free license to a next-generation oncolytic immunotherapy platform from Unleash Immuno Oncolytics, potentially positioning itself as a significant player in the oncology space. This strategic move, which adds three drug candidates to its growing pipeline, particularly targets muscle-invasive bladder cancer (MIBC)—an area characterized by high unmet medical needs and significant treatment costs.

The one-time payment of stock (1,136,364 shares) represents approximately 6.8% of TransCode's common stock on a fully diluted basis, a structure that could be beneficial as it conserves cash while retaining control over the newly acquired assets. MIBC's challenging treatment landscape offers a lucrative market for innovative therapies, and TransCode's acquisition of UIO-524 signifies its commitment to breakthrough cancer treatments.

Investors should be aware of the potential risks associated with the development of new therapies, as drug discovery often involves regulatory scrutiny and unpredictable clinical outcomes. However, the competitive edge gained through UIO-524's unique adenoviral platform—which selectively targets malignant cells and stroma—might yield promising results in upcoming clinical trials. Moreover, existing parallels with CG Oncology’s successful CG0070 indicate that this new platform could replicate or exceed prior achievements.

In terms of market dynamics, TransCode’s price momentum may benefit from this news, reflecting investor sentiment towards biotechnology firms that are actively expanding their innovative product lines. Given the multi-billion-dollar market for bladder cancer therapeutics, stakeholders should observe TransCode closely. If successful, this strategic acquisition could redefine its valuation and pave the way for substantial returns for long-term investors looking for growth in the oncology sector. Thus, maintaining a position in TransCode might be advisable as they advance their clinical and regulatory pathways.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: PR Newswire

PR Newswire

  • TransCode adds a unique adenovirus technology platform to its early-stage pipeline that has the potential to address a difficult to treat disease such as muscle-invasive bladder cancer.

BOSTON, March 3, 2026 /PRNewswire/ -- TransCode Therapeutics, Inc. (NASDAQ: RNAZ), a clinical stage company pioneering immuno-oncology and RNA for the treatment of high risk and advanced cancer, today announced that it has entered into an exclusive, worldwide, fully paid-up royalty-free license agreement with Unleash Immuno Oncolytics, Inc. ("Unleash"). TransCode obtained the rights to develop three Unleash drug candidates, UIO-524, UIO-525 and UIO-526, which includes a license of all in-licensed rights held by Unleash to the Unleash drug candidates together with the acquisition of all rights to the drug candidates owned by Unleash.  Under the terms of the exclusive license agreement, Unleash will receive a one-time payment of 1,136,364 shares of a new series of non-voting convertible preferred stock of TransCode, convertible into an equal number of shares of common stock of TransCode (the "Preferred Stock").  The Preferred Stock represents 6.8% of TransCode's common stock on a fully diluted basis assuming conversion of all TransCode preferred stock outstanding. 

The lead candidate UIO-524 complements and expands TransCode's oncology pipeline by introducing a next-generation, biology-driven oncolytic immunotherapy platform designed to address solid tumor indications with high-unmet medical need, beginning with muscle-invasive bladder cancer (MIBC).

MIBC is a significant unmet medical need indication with poor outcomes, limited durable treatment options, and a highly immunosuppressive tumor microenvironment. Bladder cancer represents a multi-billion-dollar global market, with muscle-invasive disease accounting for a disproportionate share of treatment intensity and healthcare costs, creating what TransCode believes is a compelling opportunity for differentiated therapeutic approaches.

Dr. Philippe P. Calais, Pharm.D., Ph.D., Chairman and CEO of TransCode, stated that "As we are advancing our lead asset, TTX-MC138, into a clinical Phase 2a trial, expanding our pipeline with an innovative preclinical technology such as UIO-524 provides us with an additional shot on goal using a next generation oncolytic immunotherapy candidate intended to address a large and attractive market in more aggressive settings such as MIBC."

Tungsten Advisors acted as the exclusive financial advisor.

About Unleash and the Licensing Transaction

UIO-524 is a rationally designed oncolytic adenovirus engineered to selectively replicate within both malignant cells and cancer-associated stroma. The virus delivers a multi-cytokine immune-activating payload comprising CD40-L, 4-1BBL, and IL-21, intended to activate dendritic cells, T cells, and NK cells, and to drive a robust, systemic anti-tumor immune response. UIO-524 is regulated by a proprietary SPARC promoter that is highly active in malignant cells and cancer-associated stromal compartments and which enables biology-driven differentiation. This design enables selective viral replication and localized expression of immune-activating cytokines within the tumor microenvironment.

UIO-524 builds on CG Oncology's CG0070, the most clinically advanced and successful oncolytic adenovirus to date, demonstrating meaningful activity in non–muscle-invasive bladder cancer (NMIBC). UIO-524 contains a structurally related oncolytic adenovirus backbone, incorporates tumor- and stroma-targeted replication and contains a more comprehensive, multi-cytokine immune payload. This design positions UIO-524 as a next-generation oncolytic immunotherapy candidate intended to address more aggressive disease settings such as MIBC.

A more detailed description of the financing and licensing agreements can be found in TransCode's Form 8-K filed with the U.S Securities and Exchange Commission.

About TTX-MC138

TTX-MC138 is a first-in-class therapeutic candidate designed to inhibit microRNA-10b, or miR-10b, a microRNA widely believed to be critical to the emergence and progression of many metastatic cancers. TransCode's Phase 0 clinical trial produced evidence of delivery of a radiolabeled version of TTX-MC138 to metastatic lesions and pharmacodynamic activity, even at a microdose of the drug candidate, suggesting a broad therapeutic window for TTX-MC138.

About TransCode Therapeutics

TransCode Therapeutics, Inc. is a clinical stage company pioneering immuno-oncology and RNA for the treatment of high risk and advanced cancer. The company's lead therapeutic candidate, TTX-MC138, is focused on treating metastatic tumors that overexpress microRNA-10b, a unique, well-documented biomarker of metastasis. In addition, TransCode has a portfolio of other first-in-class therapeutic candidates designed to mobilize the immune system to recognize and destroy cancer cells.

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 TransCode's technology and collaborations, statements concerning the therapeutic potential of TransCode's TTX-MC138 and other therapeutic candidates, statements concerning the benefits of the licensing transaction and the opportunity in MIBC. 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 risks associated with drug discovery and development; the risk that the results of clinical trials will not be consistent with TransCode's preclinical studies or expectations or with results from previous clinical trials; risks associated with the conduct of clinical trials; 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 the timing and outcome of TransCode's planned regulatory submissions; 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; risks of competition from other companies developing products for similar uses; risks associated with TransCode's dependence on third parties; and risks associated with geopolitical events and pandemics, including the COVID-19 coronavirus and military actions. 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, 2024, 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 this release; TransCode undertakes no duty to update this information unless required by law. 

SOURCE TransCode Therapeutics, Inc.

FAQ**

How does acquiring the exclusive license for UIO-524 align with TransCode Therapeutics Inc. RNAZ's overall strategy in immuno-oncology, particularly in addressing the unmet medical need in muscle-invasive bladder cancer?

Acquiring the exclusive license for UIO-524 strategically enhances TransCode Therapeutics Inc.'s portfolio in immuno-oncology by enabling the development of targeted therapies for muscle-invasive bladder cancer, thereby addressing significant unmet medical needs in this area.

What differentiates UIO-5from previous oncolytic adenovirus therapies, and how does TransCode Therapeutics Inc. RNAZ plan to leverage this technology to enhance patient outcomes?

UIO-524 differentiates itself by targeting tumor-specific microenvironments with improved safety and efficacy, while TransCode Therapeutics Inc. plans to leverage this technology by integrating it with their RNA therapeutic platform to enhance patient outcomes in cancer treatment.

Given the complexities of drug development, what specific milestones does TransCode Therapeutics Inc. RNAZ anticipate achieving with UIO-524 in the coming years, particularly related to clinical trials and regulatory approvals?

TransCode Therapeutics Inc. anticipates achieving key milestones for UIO-524, including successful Phase 1/2 clinical trial results, initiation of expanded trials, and progress toward regulatory approvals from the FDA to address unmet needs in cancer treatment.

How does the stock-based payment structure for the licensing agreement impact TransCode Therapeutics Inc. RNAZ's financial position and future fundraising efforts, especially in light of its ongoing projects?

The stock-based payment structure for TransCode Therapeutics Inc. RNAZ's licensing agreement may dilute shareholder value while potentially enhancing liquidity and investor interest, ultimately influencing its financial stability and ability to fund ongoing projects.

**MWN-AI FAQ is based on asking OpenAI questions about TransCode Therapeutics Inc. (NASDAQ: RNAZ).

TransCode Therapeutics Inc.

NASDAQ: RNAZ

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