#United States #Boston #RNA Therapeutics #TransCode Therapeutics #Nasdaq RNAZ

TransCode Therapeutics Holds Special Meeting

TransCode Therapeutics, Inc. (Nasdaq: RNAZ), known as the RNA Oncology Company™, recently convened a Special Meeting where important proposals were presented to shareholders. The gathering, originally planned for February 4, 2025, was adjourned to allow for further discussion on two key proposals outlined in the definitive proxy statement submitted to the Securities and Exchange Commission (SEC) on December 30, 2024.

During the Special Meeting, the presence of shareholders was confirmed—through remote access or by proxy—representing at least one-third of the outstanding capital stock entitled to vote, which established a quorum for the meeting.

Proposal One: Issuance Approval

The first proposal was to secure approval for the complete issuance of Common Stock by the company upon the exercise of Series C and Series D Warrants. Additionally, this included provisions for adjustments to the exercise price of the Warrants, an alternative cashless exercise feature in Series D Warrants, and further adjustments regarding the exercise prices upon the Shareholder Approval Date, all maintaining a floor price of $2.4882.
Following a discussion, this Issuance Proposal garnered approval from a majority of shareholders who cast their votes.

Proposal Two: Meeting Adjournment

The second proposal aimed at granting the option to adjourn the Special Meeting if necessary, to facilitate further solicitations and votes of proxies. This proposal became essential as it addressed potential shortfalls in the votes required for the approval of the Issuance Proposal. Like the first, the Adjournment Proposal was also welcomed and endorsed by a majority vote during the meeting.

About TransCode Therapeutics

TransCode Therapeutics is a clinical-stage company focused on pioneering new treatments for metastatic disease through innovative RNA therapeutics. The firm is dedicated to combating cancer by leveraging its proprietary TTX nanoparticle platform, which is specifically designed for effective RNA delivery. One of the company’s leading candidates, TTX-MC138, targets metastatic tumors exhibiting an overexpression of microRNA-10b—a documented biomarker indicative of metastasis.

In addition to TTX-MC138, TransCode is developing a suite of first-in-class RNA therapeutic candidates aimed at overcoming prevalent challenges faced in RNA delivery. This strategic approach is constructed to unlock access to previously unreachable genetic targets with potential applications in a wide range of cancers.

With its commitment to advancing cancer treatment through RNA innovations, TransCode Therapeutics is at the forefront of a critical industry, working diligently towards enhancing patient outcomes and expanding treatment access.

To recap, the successful completion of the Special Meeting highlights TransCode's proactive approach in managing corporate governance while aligning shareholder interest with company advancement strategy. Both proposal approvals set a positive trajectory for future developments and underscore the company's mission to deliver impactful oncology solutions in the health sector.