#United States #Boston #Special Meeting #TransCode Therapeutics #RNA oncology

TransCode Therapeutics Adjourns Special Meeting

On February 4, 2025, TransCode Therapeutics, Inc. (Nasdaq: RNAZ), known as the RNA Oncology Company™, announced that its special meeting planned for the same day has been adjourned. The meeting will now take place on February 25, 2025, at 9:30 AM Eastern Time. This decision aims to solicit additional shareholder votes regarding key proposals that were scheduled to be discussed.

Reason for Adjournment

The adjournment was deemed necessary because there were not enough shareholders present to establish a quorum. Only about 29.94% of the outstanding shares entitled to vote were represented during the initial meeting. For the meeting to proceed effectively, at least one-third of shareholders needed to be present.

The company is focused on gathering input from shareholders on two significant proposals:
1. Issuance Proposal: This involves the approval of share issuance related to the exercise of Series C and Series D Warrants, adjustments to the exercise price, and an alternative cashless exercise feature for the Series D Warrants.
2. Adjournment Proposal: This proposal seeks to allow further time for solicitation of proxies in case there aren’t enough votes to approve the Issuance Proposal.

Upcoming Virtual Meeting

TransCode has scheduled the reconvened special meeting to take place virtually on February 25, 2025. Stockholders can participate from their devices, listen to the meeting, vote on the proposals, and submit questions via a live webcast. To join the virtual meeting, shareholders must visit www.virtualshareholdermeeting.com/RNAZ2025SM and enter the unique control number provided in their proxy card.

The company urges all eligible stockholders, who designated as of the record date of December 17, 2024, to participate in the voting process actively. Detailed instructions outline how to vote by mail, online, or phone. Votes must be submitted or changed by 11:59 PM Eastern Time on February 24, 2025, to be considered valid.

About TransCode Therapeutics

TransCode Therapeutics is dedicated to advancing the field of oncology through RNA-based therapeutics. Its notable lead candidate, TTX-MC138, is designed to target metastatic tumors characterized by the overexpression of the microRNA-10b biomarker—a critical factor in cancer metastasis. The company's innovative approach seeks to provide unprecedented therapeutic access to previously unreachable genetic targets, expanding treatment options for various cancers.

Conclusion

As the date of the reconvened special meeting approaches, the emphasis remains on the proactive engagement of shareholders to secure a decisive vote on the proposed plans. The engagement reflects the commitment of TransCode Therapeutics to both its corporate governance and the advancement of cancer treatment solutions through innovative therapies designed utilizing its proprietary TTX nanoparticle platform. As developments unfold, interested parties are encouraged to remain informed via the company's investor relations portal and participate in the upcoming virtual meeting.