BOSTON, Nov. 29, 2024 (GLOBE NEWSWIRE) — TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (TransCode or the Company), an RNA Oncology Company™ committed to treating cancer more effectively using RNA therapeutics, announced today that its Board of Directors has approved directors effective at 12:01 a.m. time Eastern Standard on December 4, 2024, to reverse a 1-for-33 stock split. TransCode’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market on December 4, 2024, under the current trading symbol, RNAZ. The reverse stock split was approved by TransCode’s shareholders and board of directors on November 22, 2024, and is intended to increase the trading price of the Company’s common stock to enable the Company to meet the minimum offering price requirements for continued listing on the exchange. Nasdaq Capital Market. There is no assurance that TransCode’s common stock will meet all Nasdaq requirements for continued listing.
As previously announced, the 1-for-33 reverse stock split will automatically convert thirty-three existing shares of TransCode common stock into one new share of common stock. No fractional shares will be issued in connection with the reverse stock split. Instead of issuing fractional shares, shareholders of record who are entitled to receive fractional shares may round the fractional share to the nearest whole number. The reverse split will reduce the number of shares of common stock outstanding from 17,265,658 shares to approximately 696,233 shares, the latter number including shares sold in the private placement announced on November 27, 2024. Pro rata adjustments will also be made to the exercise prices of TransCode’s outstanding shares of options and warrants, and the number Shares issuable under TransCode’s stock incentive plans.
Vstock Transfer LLC will act as exchange agent for the reverse stock split. Registered stockholders are not required to take any action to receive stock after the book-entry split. The positions of shareholders who hold shares through a bank, broker, custodian or other nominee will be automatically adjusted to reflect a reverse stock split, in accordance with the holding entity’s own operations; These shareholders will not be required to take any action in connection with the reverse stock split. However, these banks, brokers, custodians or other nominees may have different procedures for processing a reverse stock split than those for shareholders of record. If a shareholder holds common shares with a bank, broker, custodian or other nominee and has any questions in this regard, shareholders are encouraged to contact the bank, broker, custodian or other nominee for further information.
In connection with the reverse stock split, the Company’s CUSIP number will change to 89357L402 effective 12:01 a.m. EST on December 4, 2024.
About TransCode Treatments
TransCode is a clinical-stage oncology company focused on treating metastatic disease. The company is committed to defeating cancer through the intelligent design and efficient 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 that overexpress microRNA-10b, a unique and well-documented biomarker for metastasis. In addition, TransCode is developing a pipeline of other first-in-class RNA therapeutic candidates designed to overcome the challenges of RNA delivery and thus open therapeutic access to a variety of novel genetic targets that could potentially be Relevant to the treatment of a variety of cancers.
Forward-looking statements
This press release contains forward-looking statements that are subject to significant risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements in this press release can be identified by the use of words such as expect, believe, consider, could, estimate, expect, intend, seek, may, may, plan, anticipate, anticipate, project, target, target, should, will. , will, or the negative of these words or other similar expressions, although forward-looking statements do not contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Furthermore, certain forward-looking statements are based on assumptions about future events that may not prove to be accurate, including the Company’s expectations regarding the effect of the reverse stock split and its continued listing on the Nasdaq Stock Exchange. These and other risks and uncertainties are described in more detail in the sections titled Risk Factors and Cautionary Note Regarding Forward-Looking Statements contained in the Company’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. The forward-looking statements contained in this announcement are made as of the date hereof, and the Company undertakes no duty to update this information except as required by applicable law.
For more information, please contact:
Transcode Therapeutics, Inc
Tanya Montgomery Hammon, Vice President of Business Development
tania.montgomery@transcodetherapeutics.com
