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An Urgent Call to Action for TransCode Therapeutics Shareholders

In an industry where financing is becoming increasingly scarce, TransCode Therapeutics, Inc. is reaching out to its shareholders with an open letter asking for their support for an important proposal. Scheduled for April 21, 2025, the special meeting will discuss the necessity of approving a reverse stock split, a strategic decision aimed at ensuring the company's continued presence on the NASDAQ.

The Challenge Ahead

TransCode, a notable name in the RNA oncology space, has successfully secured around $18 million through two financings in recent months. These funds are deemed sufficient to cover operations, including advancing the clinical trials for their lead therapeutic candidate, TTX-MC138, into the fourth quarter of 2025. However, the company faces persistent difficulties in attracting additional investments due to the declining market prices plaguing the biotech sector.

Amidst a climate where many biotech firms are suffering significant setbacks—including layoffs and, in some cases, complete shutdowns—TransCode has diligently optimized its workforce and advanced its clinical programs. The urgent need for additional capital remains evident, thus necessitating the reverse stock split proposal being presented to shareholders.

Why the Reverse Stock Split is Crucial

Currently, TransCode's stock price hovers below $1.00, which conflicts with the NASDAQ's minimum bid price requirement. Without an increase to at least $1.00 by May 5, 2025, the company risks losing its NASDAQ listing. This loss could significantly hinder future fundraising efforts, placing the viability of the company's innovative therapies at risk.

The Board of Directors, composed of invested shareholders, believes this reverse stock split is crucial to stabilize the company's market value and, consequently, its financial health. Their strategy entails increasing the stock price through this proposal to regain compliance with NASDAQ listing requirements.

Moving Forward

If the proposal receives shareholder backing and the stock price subsequently rises above the $1.00 threshold, the board has committed to foregoing the split. This implies a readiness to operate in a healthier market environment, but proactive measures are essential at this juncture.

In addition to traditional financing routes, TransCode is also aggressively seeking non-dilutive funding opportunities, having received $2 million from the NIH in 2024 and actively pursuing further grants. This pursuit demonstrates their commitment to minimizing capital costs while navigating a turbulent financial landscape.

Final Thoughts

TransCode urges its shareholders to act swiftly on this pressing matter. Votes must be cast before 11:59 PM ET on Sunday, April 20, 2025. Shareholders holding shares in street name should connect with their financial institutions to obtain a control number and participate in the vote.

This call to action signifies a collective effort to secure a promising future for TransCode’s groundbreaking research and development in oncology. The management appreciates the continued support from investors, empowering them to tackle current challenges and strive toward advancements that could significantly impact cancer treatment options.

In closing, TransCode remains optimistic about its future and looks forward to providing further updates to all stakeholders as they work through these critical next steps.