TransCode Therapeutics Announces Effective Date for 1-for-28 Reverse Stock Split

Rhea-AI Summary

TransCode Therapeutics (NASDAQ: RNAZ) has announced a 1-for-28 reverse stock split effective May 15, 2025, at 12:01 a.m. EST. The split aims to increase the per-share trading price to meet Nasdaq's minimum bid price requirement for continued listing. The reverse split will reduce outstanding common shares from 23,341,336 to approximately 833,620. The company's stock will continue trading under the symbol "RNAZ" on the Nasdaq Capital Market.

Stockholders will receive one new share for every 28 current shares, with fractional shares rounded up to the nearest whole number. Proportional adjustments will be made to outstanding stock options, warrants, and shares under stock incentive plans. Vstock Transfer LLC will serve as the exchange agent, and the company's CUSIP number will change to 89357L 501.

Positive

• Potential to maintain Nasdaq listing compliance through higher share price
• No action required from stockholders for the split process
• Fractional shares will be rounded up to benefit shareholders

Negative

• Indicates company's struggle to maintain minimum bid price requirements
• No guarantee of continued Nasdaq listing despite the split
• Significant reduction in total outstanding shares could impact liquidity

Insights

Financial Restructuring Specialist

TransCode's 1-for-28 reverse split aims to maintain Nasdaq listing but signals significant share price deterioration without changing fundamental company value.

This substantial 1-for-28 reverse stock split represents a technical restructuring explicitly designed to boost TransCode's share price above Nasdaq's minimum bid price threshold – typically $1.00 per share. The 28:1 ratio is notably steep, indicating the shares have likely experienced significant price deterioration.

The mechanics are straightforward: the share count will dramatically decrease from 23,341,336 to approximately 833,620 shares, with the price mathematically increasing by a factor of 28. While this adjustment doesn't alter the company's underlying value or market capitalization, it completely transforms the stock's trading profile and liquidity characteristics.

Most concerning is TransCode's explicit statement that "there is no assurance that TransCode's common stock will meet all Nasdaq requirements for continued listing." This suggests potential challenges beyond just the bid price requirement, as Nasdaq maintains multiple listing standards including market value minimums and shareholder equity thresholds that must be satisfied.

For current investors, the process will be seamless with positions automatically adjusting and fractional shares rounding up. However, this action represents a critical juncture for the company as maintaining exchange listing provides essential access to capital markets – particularly important for research-intensive businesses like RNA therapeutics developers.

Biotech Investment Analyst

TransCode's reverse split aims to maintain critical Nasdaq listing but doesn't change fundamental business position or RNA oncology development trajectory.

This 1-for-28 reverse split represents a standard compliance maneuver rather than a fundamental business development for TransCode Therapeutics. As an RNA oncology company, maintaining Nasdaq listing status is strategically crucial for continued access to institutional investors and capital markets needed to fund the typically expensive clinical development process for novel therapeutics.

The significant 28:1 ratio mechanically boosts the share price without changing actual company value or investor ownership percentages. For development-stage biotech companies like TransCode, exchange listing provides essential financial infrastructure for raising the capital needed to advance research programs through clinical trials.

While the press release contains no information about TransCode's current pipeline progress or cash position, the clear implementation timeline (effective May 15, 2025) provides market transparency. The automatic adjustments to outstanding options and warrants ensure these instruments maintain proportional economic value.

The candid acknowledgment that continued listing isn't guaranteed even after this action suggests careful monitoring of TransCode's marketplace standing is warranted. For RNA therapeutics developers, maintaining market visibility and access to efficient capital raising mechanisms can significantly impact ability to execute on scientific and clinical milestones.

BOSTON, May 5, 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 that its Board of Directors has approved an effective time at 12:01 a.m. Eastern Standard Time May 15, 2025, for its 1-for-28 reverse stock split. TransCode's common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market on May 15, 2025, under the current trading symbol, "RNAZ." The reverse stock split was approved by TransCode's stockholders and Board of Directors on May 2, 2025, and is intended to increase the per share trading price of the Company's common stock to enable the Company to meet the minimum bid price requirement for continued listing on the 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-28 reverse stock split will automatically convert twenty-eight current shares of TransCode's common stock into one new share of common stock. No fractional shares will be issued in connection with the reverse stock split. In lieu of issuing fractional shares, stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to rounding up of the fractional share to the nearest whole number. The reverse split will reduce the number of shares of outstanding common stock from 23,341,336 shares to approximately 833,620 shares. Proportional adjustments also will be made to the exercise prices of TransCode's outstanding stock options and warrants, and to the number of shares issuable under TransCode's stock incentive plans.

Vstock Transfer LLC will act as the exchange agent for the reverse stock split. Stockholders of record are not required to take any action to receive post-split shares in book-entry. Stockholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the holding entity's particular processes; such stockholders 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 the reverse stock split than those for registered stockholders. If a stockholder holds shares of common stock with a bank, broker, custodian or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee for more information.

In connection with the reverse stock split, the Company's CUSIP number will change to 89357L 501 as of 12:01 a.m. Eastern Standard Time on May 15, 2025.

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 is developing 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" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "aim," "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "seek," "should," "target," "will," and "would," or the negative of these words or other similar expressions, although not all forward-looking statements 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. Further, certain forward-looking statements are based on assumptions as to 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 Nasdaq. 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 and other reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

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SOURCE TransCode Therapeutics, Inc.

FAQ

What is the reverse stock split ratio for TransCode Therapeutics (RNAZ) and when is it effective?

TransCode Therapeutics (RNAZ) will implement a 1-for-28 reverse stock split effective May 15, 2025, at 12:01 a.m. Eastern Standard Time.

Why is TransCode Therapeutics (RNAZ) conducting a reverse stock split?

The reverse stock split is intended to increase the per share trading price to meet Nasdaq Capital Market's minimum bid price requirement for continued listing.

How many shares will RNAZ have outstanding after the reverse split?

The reverse split will reduce TransCode's outstanding common shares from 23,341,336 to approximately 833,620 shares.

What happens to fractional shares in RNAZ's reverse stock split?

Fractional shares will be rounded up to the nearest whole number, benefiting stockholders who would otherwise receive fractional shares.

Do RNAZ shareholders need to take any action for the reverse stock split?

No action is required from stockholders. Positions will be automatically adjusted, whether held directly or through a broker.