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Transcode Therapeutics, Inc. (NASDAQ:RNAZ) announced Monday it has filed an Amended and Restated Certificate of Designation for its Series A and Series B Preferred Stock. The amendment was approved by a majority of holders of the company’s Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Preferred Stock, as well as the company’s board of directors.
According to a statement based on a recent SEC filing, the revised certificate clarifies that, as long as the company’s Purchase Agreement with DEFJ, LLC remains in effect and any shares of Preferred Stock are outstanding, Transcode may not issue more than an aggregate of 19.9% of the company’s common stock outstanding as of October 8, 2025, under the agreement and the amended certificate, prior to receiving stockholder approval for conversion of the preferred shares. This restriction is in line with Nasdaq Stock Market listing rules.
The amendment also removes the ability for holders of the preferred stock to convert their shares into common stock at their option in the event of a Nasdaq delisting.
No additional securities were issued or sold as a result of the filing of the Amended and Restated Certificate of Designation.
Transcode expects to file a proxy statement with the Securities and Exchange Commission regarding the approval of the conversion of preferred stock into common stock and a proposed change of control, both of which will be submitted for stockholder vote.
The information in this article is based on a statement from the company’s SEC filing.
In other recent news, TransCode Therapeutics, Inc. has announced the completion of its Phase 1a clinical trial for TTX-MC138, a microRNA-10b inhibitor, achieving its primary safety endpoint and establishing a recommended Phase 2 dose. The trial involved 16 patients across four escalating dose levels, with no significant safety events observed. Additionally, TransCode has acquired Polynoma LLC, a biotechnology immuno-oncology company, enhancing its pipeline with Polynoma’s Phase 3-ready seviprotimut-L vaccine for melanoma treatment. This acquisition was accompanied by a $25 million investment from CK Life Sciences to support the clinical advancement of TransCode’s lead asset, TTX-MC138, into a Phase 2 trial. Moreover, TransCode Therapeutics reported that all proposals at its 2025 Annual Meeting of Stockholders were approved, including the election of directors and an amendment to the company’s Stock Option and Incentive Plan. These developments mark significant steps in TransCode’s strategic growth and clinical progress.
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