TransCode Therapeutics Implements 1-for-28 Reverse Stock Split to Meet Nasdaq Listing Requirements

TransCode Therapeutics Enacts 1-for-28 Reverse Stock Split

TransCode Therapeutics, Inc. (Nasdaq: RNAZ), a leading company in RNA oncology, recently announced a significant step towards maintaining its listing on the Nasdaq Capital Market. On May 2, 2025, the company's Board of Directors approved a 1-for-28 reverse stock split. This action came after careful consideration of the company's stock performance and Nasdaq's minimum bid price requirements. The primary goal is to enhance the per-share trading price of TransCode’s common stock, thereby ensuring compliance with Nasdaq standards.

The reverse stock split will transform twenty-eight existing shares into one new share. Notably, shareholders will not receive fractional shares; instead, any fractional entitlements will be rounded up to the nearest whole number. This change will significantly reduce the total number of outstanding shares from approximately 23.3 million to around 833,620. Furthermore, proportional adjustments will be made to the exercise prices of stock options and warrants as well as to shares under incentive plans, reflecting the split.

Execution and Shareholder Impact
Vstock Transfer LLC will serve as the exchange agent for this reverse stock split. Shareholders who hold shares of TransCode are advised that they do not need to take any action to receive their post-split shares in book-entry form. For those owning shares through brokers or other intermediaries, their holdings will be automatically adjusted to align with the new share structure. However, specific procedures may differ based on the policies of these financial entities, leading to minor variations in how the split is processed. Therefore, it is recommended that shareholders reach out to their brokers for detailed instructions and clarifications.

The effective date of the reverse stock split will be determined later, with TransCode pledging to announce it at least two business days before implementation.

About TransCode Therapeutics
TransCode is a clinical-stage oncology company specializing in the battle against metastatic diseases. The firm is devoted to innovating cancer treatment through the targeted design and precise delivery of RNA therapeutics, leveraging its proprietary TTX nanoparticle platform. Its flagship therapeutic candidate, TTX-MC138, aims to target metastatic tumors that overexpress microRNA-10b, a well-established marker associated with metastasis. In addition to this, TransCode is developing a suite of RNA therapeutic candidates aimed at overcoming the complexities of RNA delivery to unlock treatment options for various cancers.

Looking Ahead
This move reflects TransCode's commitment to positioning itself favorably in the competitive oncology landscape. However, it’s important to highlight that all forward-looking statements made in conjunction with this announcement carry inherent risks and uncertainties. The impact of the stock split on the company's future performance will depend on various factors, including market conditions and investor response.

Investors are encouraged to stay informed of developments through TransCode’s official communications to understand how these changes could affect their investments and the broader trajectory of the company in the ever-evolving cancer treatment field.

As TransCode navigates this pivotal moment, the investment community waits in anticipation of more updates regarding the effective date of the reverse stock split and its implications for shareholder value.