BOSTON, Feb. 4, 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 announced its Special Meeting scheduled
for and convened on February 4, 2025
(the "Special Meeting") has been adjourned until February 25, 2025 at 9:30
a.m. Eastern time (the "Adjourned Special Meeting") for the
purpose of soliciting additional votes with respect to the
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 will constitute a quorum.
There was less than that number of shares represented at the
Special Meeting, so a quorum did not exist. At the time the Special
Meeting was adjourned, proxies had been submitted by stockholders
representing approximately 29.94% of the outstanding shares of
stock entitled to vote.
- Proposal One is 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 Two is 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 are insufficient votes for, or otherwise in connection with,
the approval of the Issuance Proposal (the "Adjournment Proposal"
or "Proposal 2")
Adjournment of Special Meeting
The Adjourned Special Meeting will be reconvened on February 25, 2025, at 9:30
a.m. Eastern Time and will continue to be held in a virtual
format and stockholders will be able to listen and participate in
the virtual special meeting, as well as vote and submit questions
during the live webcast of the meeting by
visiting www.virtualshareholdermeeting.com/RNAZ2025SM and
entering the 16 digit control number included in your proxy
card.
TransCode encourages eligible stockholders as of the record date
of December 17, 2024, who have not
yet voted their shares on Proposal One or Proposal Two or are
uncertain if their shares have been voted on Proposal One or
Proposal Two to contact their broker or bank to vote their shares.
The Board of Directors and management request that these
stockholders consider and vote their proxies as soon as possible on
Proposal One and Proposal Two, but no later than February 24, 2025, at 11:59 p.m. Eastern time.
Stockholders who have previously submitted their proxy or
otherwise voted on Proposal One and Proposal Two at the Special
Meeting and who do not want to change their vote need not take any
action.
As described in the Special Meeting Proxy Statement,
stockholders may use one of the following simple methods to vote
their shares, or change their previously submitted vote, before the
February 25, 2025, Adjourned Special
Meeting with respect to Proposal One or Proposal Two:
- By mail. Complete and mail the proxy card in the postage
prepaid envelope. Your proxy will be voted in accordance with your
instructions. If you sign the proxy card but do not specify how you
want your eligible shares voted, they will be voted as recommended
by our Board. Your proxy card must be received on or before
11:59 P.M. Eastern time on
February 24, 2025, the day before the
Adjourned Special Meeting, to be counted.
- In attendance at the Adjourned Special Meeting. You may
vote during the virtual meeting through
www.virtualshareholdermeeting.com/RNAZ2025SM. To be admitted to the
Special Meeting and vote your eligible shares, you must provide the
control number as described in the proxy card previously mailed to
you.
- Over the Internet. You may submit your proxy to vote via
the Internet by going to www.proxyvote.com and following the
on-screen instructions. Please have your proxy card available when
you access the webpage. Your proxy to vote must be received prior
to 11:59 P.M. Eastern time on
February 24, 2025, the day before the
Adjourned Special Meeting, to be counted.
- By telephone. You may vote over the telephone by calling
toll-free 1-800-690-6903 in the U.S. and following the recorded
instructions. Please have your proxy card available when you call.
Your vote must be received prior to 11:59
P.M. Eastern time on February 24,
2025, the day before the Adjourned Special Meeting, to be
counted
Votes must be received by 11:59 p.m.
Eastern time on February 24,
2025, to be counted. After this time, votes can only be cast
during the Adjourned Special Meeting on February 25, 2025, at 9:30
a.m. Eastern Time
at www.virtualshareholdermeeting.com/RNAZ2025SM.
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.
Forward-Looking Statements
This press release contains "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties. In some cases, you can
identify forward-looking statements by terms such as "believe,"
"can," "could," "design," "estimate," "expect," "intend," "may,"
"might," "objective," "plan" "potential," "predict," "should,"
"will," "would," or the negative of these terms and similar
expressions intended to identify forward-looking statements. These
forward-looking statements include statements related to the
Issuance Proposal and Adjournment Proposal, the future, the timing
and outcome of the Adjourned Special Meeting, matters described
above, the parties' expectations and related matters. TransCode
cautions readers that forward-looking statements are based on
management's expectations and assumptions as of the date of this
press release and are subject to certain risks and uncertainties
that could cause actual results to differ materially and adversely
from those expressed in, or implied by, these forward-looking
statements, including, but not limited to, the timing of the
Adjourned Special Meeting. These and other risks and uncertainties
are described more fully in the sections titled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in the
Company's annual report on Form 10-K, quarterly reports on Form
10-Q and other reports filed with the SEC. Forward-looking
statements reflect the Company's analysis only on their stated
date, and TransCode undertakes no obligation to update or revise
these statements except as may be required by law.
Additional Information and Where to Find It
In connection with the solicitation of proxies, on December 30, 2024, TransCode filed the Special
Meeting Proxy Statement with the SEC with respect to the Special
Meeting. Promptly after filing the Special Meeting Proxy Statement
with the SEC, TransCode mailed the Special Meeting Proxy Statement
and a proxy card to each stockholder entitled to vote at the
Special Meeting to consider the proposals. STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT
TRANSCODE HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of
charge, the Special Meeting Proxy Statement, any amendments or
supplements thereto, and any other relevant documents filed by
TransCode with the SEC in connection with the proposals at the
SEC's website (http://www.sec.gov) or at the Company's investor
relations website (https://ir.transcodetherapeutics.com/). The
information provided on, or accessible through, our website is not
part of this communication, and therefore is not incorporated
herein by reference.
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SOURCE TransCode Therapeutics, Inc.
