TransCode Therapeutics Approves Key Proposals at Special Meeting

BOSTON, Feb. 25, 2025 – TransCode Therapeutics, Inc. (NASDAQ: RNAZ) announced today that its special stockholders meeting resulted in the approval of two proposals, as outlined in the company’s definitive proxy statement filed with the SEC on December 30, 2024.

During the adjourned session of the meeting held on February 25, 2025, stockholders voted on Proposal One, which approved for purposes of complying with Nasdaq Listing Rule 5635(d) the full issuance of shares of common stock upon exercise of the Series C and Series D Warrants. In addition, the proposal included adjustments to the exercise price, an increase in the number of underlying shares, an alternative cashless exercise feature for the Series D Warrants, and provisions for adjusting the exercise price and number of Warrants on the designated Shareholder Approval Date, with a floor price of $2.4882. Proposal One received 130,226 votes in favor, 51,288 votes against, with 8,722 abstentions.

Additionally, the meeting featured Proposal Two, which sought to adjourn the Special Meeting should additional proxy solicitation be necessary to secure sufficient votes in connection with the issuance proposal. Stockholders approved Proposal Two with 143,639 votes for, 38,206 votes against, and 8,391 abstentions. Since the vote count confirmed approval of Proposal One, no adjournment was made.

The special meeting was attended by 190,236 shares either in person or represented by proxy – a quorum under the company’s bylaws – out of a total of 523,261 shares entitled to vote.

Following the meeting, TransCode Therapeutics issued a press release detailing the results. The approval of these proposals marks a significant step for the company as it continues to advance its RNA therapeutic programs for treating metastatic cancer.

Investors and interested parties are advised to review the press release and related SEC filings for additional details.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read TransCode Therapeutics’s 8K filing here.

TransCode Therapeutics Company Profile

TransCode Therapeutics, Inc, a ribonucleic acid (RNA) oncology company, focuses on the development and commercialization of drugs and diagnostics for treating and identifying various cancers. Its lead therapeutic candidate is TTX-MC138 that targets microRNA-10b, a master regulator of metastatic cell viability in a range of cancers, including breast, pancreatic, ovarian, colon cancer, glioblastomas, and others.