TransCode Therapeutics, Inc. Announces Results of Special Meeting
Rhea-AI Summary
TransCode Therapeutics (RNAZ), the RNA Oncology Company, announced the results of its Special Meeting held on February 25, 2025, following adjournment from February 4, 2025. Shareholders achieved a quorum and approved two key proposals:
- Proposal One: Approved the issuance of Common Stock upon exercise of Series C and D Warrants, including adjustments to warrant exercise prices, an alternative cashless exercise feature for Series D Warrants, and potential future price adjustments (subject to a $2.4882 floor price)
- Proposal Two: Approved the ability to adjourn the Special Meeting if needed for further proxy solicitation regarding the Issuance Proposal
Positive
- Shareholder approval obtained for warrant exercise and pricing flexibility
- Alternative cashless exercise feature added for Series D warrants
Negative
- Potential dilution from warrant exercises
- Downward adjustment of warrant exercise prices possible
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 were represented at the Special Meeting, constituting a quorum.
- Proposal One was 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
$2.48 82 - Proposal Two was 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 were insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal (the "Adjournment Proposal" or "Proposal 2"). Proposal Two was approved by a majority of the votes cast at the Special Meeting.
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.
View original content:https://www.prnewswire.com/news-releases/transcode-therapeutics-inc-announces-results-of-special-meeting-302383931.html
SOURCE TransCode Therapeutics, Inc.
FAQ
What proposals were approved at TransCode Therapeutics (RNAZ) Special Meeting on February 25, 2025?
What is the floor price set for RNAZ warrant adjustments in the approved Issuance Proposal?
What changes were approved for RNAZ Series D Warrants in February 2025?
When was the original RNAZ Special Meeting scheduled before adjournment?
