TransCode Therapeutics creates CVRs entitling holders to 50% of net proceeds from TTX-MC138 asset sales

Transcode Therapeutics, Inc.

Each share of common stock held as of Oct 20, 2025 receives one CVR; CVRs pay 50% of Net Proceeds from future Upfront or Milestone payments on TTX-MC138 program disposals.
CVR term is 7 years from Oct 8, 2025; distributions paid quarterly within 60 days after each quarter end, starting with Q4 2025 if proceeds are received.
CVRs are non-transferable except by Permitted Transfers (inheritance, court order, merger); no certificates, book-entry only via DTC.
Vstock Transfer, LLC appointed as Rights Agent; Company must deliver payment statement and funds to Rights Agent within 60 days of each quarter.
Net Proceeds = Gross Proceeds minus Permitted Deductions (taxes, out-of-pocket costs, business development expenses, etc.).

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