TransCode Therapeutics, Inc. (NASDAQ:RNAZ), a biopharmaceutical company specializing in pharmaceutical preparations, has announced the successful outcome of its Special Meeting of Stockholders held on Thursday. The Boston-based company, incorporated in Delaware, received stockholder approval on all matters presented during the meeting, which took place on November 22, 2024.
The company sought stockholder ratification of its prior issuance and sale of securities in a public offering managed by ThinkEquity LLC. In this offering, TransCode agreed to sell 10 million shares of common stock and issue warrants for the purchase of an additional 500,000 shares. This proposal received 3,659,491 votes in favor, 1,094,753 against, and 70,611 abstentions, with 4,655,205 broker non-votes.
Another critical proposal approved was the amendment to the company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of its common stock. The approved ratio for the reverse stock split ranges between 1-for-10 and 1-for-40, at the discretion of the Board of Directors. The reverse stock split proposal garnered 7,271,421 votes for, 2,012,687 against, and 195,952 abstentions.
Additionally, stockholders approved the adjournment proposal, which would allow the meeting to be adjourned if there were insufficient votes to approve the aforementioned proposals. This proposal received 7,738,700 votes for, 1,524,796 against, and 216,564 abstentions. However, an adjournment was not necessary as the reverse stock split and the ratification proposals both passed with sufficient votes.
The Definitive Proxy Statement detailing these proposals was filed with the Securities and Exchange Commission on October 28, 2024. The total number of common stock shares entitled to vote was 17,265,658, with 9,480,060 shares present or represented by proxy at the meeting.
In other recent news, TransCode Therapeutics, a clinical-stage oncology company, has been making significant strides in its cancer-focused endeavors. The company's lead therapeutic candidate, TTX-MC138, has progressed to the next stage of its Phase 1 cancer trial, following unanimous approval by the Safety Review Committee. This development was backed by a $2 million grant from the National Institutes of Health.
Simultaneously, TransCode Therapeutics is facing potential delisting from Nasdaq due to non-compliance with minimum bid price and equity requirements. To address this, the company's Board of Directors has approved a 1-for-33 reverse stock split, expected to raise the per-share trading price of TransCode's stock on the Nasdaq Capital Market.
Despite these challenges, TransCode has announced plans for a public stock offering, with ThinkEquity acting as the sole placement agent. Analyst firm H.C. Wainwright has maintained a Buy rating on the company's shares, reflecting confidence in the ongoing development of TTX-MC138. These recent developments underscore TransCode's commitment to advancing its drug development program while navigating regulatory challenges.
InvestingPro Insights
TransCode Therapeutics' recent stockholder meeting decisions come against a backdrop of significant financial challenges and market volatility. According to InvestingPro data, the company's market capitalization stands at a modest $6.64 million, reflecting its current struggles. The stock has experienced extreme volatility, with a striking 41.31% return over the last three months, contrasted by a 95.99% decline over the past year.
InvestingPro Tips highlight that TransCode is quickly burning through cash and is not profitable over the last twelve months. This aligns with the company's recent efforts to raise capital through the approved public offering. The approval of a potential reverse stock split suggests management is taking steps to maintain NASDAQ listing requirements and potentially improve the stock's marketability.
Despite these challenges, TransCode holds more cash than debt on its balance sheet, which could provide some financial flexibility as it navigates its current situation. For investors considering TransCode's potential, InvestingPro offers 14 additional tips that could provide further insights into the company's prospects.
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.