Certain Warrants of TransCode Therapeutics, Inc. are subject to a Lock-Up Agreement Ending on 9-JAN-2022. These Warrants will be under lockup for 185 days starting from 8-JUL-2021 to 9-JAN-2022. Details: The company, its directors, officers and certain of its stockholders, have agreed for a period of six months after the date of this prospectus (12 months for directors and officers) without the prior written consent of the representative, not to directly or indirectly issue, offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the company or in the case of the company, file or cause the filing of any registration statement under the Securities Act with respect to any shares of common stock or other capital stock or any securities convertible into or exercisable or exchangeable for its common stock or other capital stock or complete any offering of debt securities of the company, other than entering into a line of credit, term loan arrangement or other debt instrument with a traditional bank or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the company’s securities, whether any such transaction is to be settled by delivery of shares of its common stock or such other securities, in cash or otherwise, sell, agree to sell, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of company’s securities, establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any company security, make any demand for or exercise any right with respect to, the registration of any company security, make any demand for or exercise any right with respect to, the registration of any company security, otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a company security, whether or not such transaction is to be settled by delivery of company securities, other securities, cash or other consideration or publicly announce an intention to do any of the foregoing.