BOSTON, Feb. 25,
2025 /PRNewswire/ -- TransCode Therapeutics, Inc.
(Nasdaq: RNAZ) ("TransCode" or the "Company"), the RNA Oncology
Company™ committed to more effectively treating cancer using RNA
therapeutics, today held the adjourned session of its Special
Meeting from February 4, 2025, (the
"Special Meeting"). Shareholders voted upon the two proposals
outlined below and described in the Company's definitive proxy
statement for the Special Meeting filed with the Securities and
Exchange Commission (the "SEC") on December
30, 2024 (the "Special Meeting Proxy Statement").
The presence, by remote communication or by proxy, of the
holders of at least one-third of the outstanding shares of capital
stock entitled to vote at the meeting were represented at the
Special Meeting, constituting a quorum.
- Proposal One was a proposal to approve (i) for purposes
of complying with Nasdaq Listing Rule 5635(d), the full issuance of
shares of Common Stock by the Company upon exercise of the Series C
Warrants and the Series D Warrants (both as defined in the Special
Meeting Proxy Statement), (ii) a series of adjustments to the
exercise price of the Warrants and an increase in the underlying
Common Stock of the Warrants, (iii) an alternative cashless
exercise feature in the Series D Warrants and (iv) an adjustment to
the exercise price and number of Warrants upon the Shareholder
Approval Date (as defined in the Special Meeting Proxy Statement)
and possibly at other times, subject to a floor price of
$2.4882 (the "Issuance Proposal" or
"Proposal 1"). Proposal One was approved by a majority of the votes
cast at the Special Meeting.
- Proposal Two was a proposal to adjourn the Special
Meeting to a later date or dates, if necessary or appropriate, to
permit further solicitation and vote of proxies in the event that
there were insufficient votes for, or otherwise in connection with,
the approval of the Issuance Proposal (the "Adjournment Proposal"
or "Proposal 2"). Proposal Two was approved by a majority of the
votes cast at the Special Meeting.
About TransCode Therapeutics
TransCode is a clinical-stage oncology company focused on
treating metastatic disease. The Company is committed to defeating
cancer through the intelligent design and effective delivery of RNA
therapeutics based on its proprietary TTX nanoparticle platform.
The Company's lead therapeutic candidate, TTX-MC138, is focused on
treating metastatic tumors which overexpress microRNA-10b, a
unique, well-documented biomarker of metastasis. In addition,
TransCode has a portfolio of other first-in-class RNA therapeutic
candidates designed to overcome the challenges of RNA delivery and
thus unlock therapeutic access to a variety of novel genetic
targets that could be relevant to treating a variety of
cancers.
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SOURCE TransCode Therapeutics, Inc.
