TransCode Therapeutics Announces Effective Date of 1-for-33 Reverse Stock Consolidation

BOSTON, Nov. 29, 2024 (GLOBE NEWSWIRE) — TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA oncology company committed to more effectively treating cancer aid of RNA therapies, announced today that its board of directors has approved an effective time of 12:01 a.m. Eastern Standard Time, on December 4, 2024, for its reverse action at 1 for 33 divide. TransCode’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market on December 4, 2024, under the current trading symbol “RNAZ.” The reverse stock split was approved by TransCode’s shareholders and board of directors on November 22, 2024 and is intended to increase the trading price per share of the Company’s common stock to enable the Company to meet the requirement minimum buyer price to maintain its listing on the stock exchange. Nasdaq Capital Market. There can be no assurance that TransCode’s common stock will meet all of Nasdaq’s requirements for continued listing.

As previously announced, the 1-for-33 reverse stock split will automatically convert thirty-three shares of TransCode’s current common stock into one new share of common stock. No fractional shares will be issued as part of the reverse stock split. In lieu of issuing fractional shares, shareholders of record who would otherwise have been entitled to receive fractional shares will have the right to round the fractional share to the nearest whole number. The Reverse Consolidation will reduce the number of outstanding common shares from 17,265,658 shares to approximately 696,233 shares, the latter number including the shares sold in the private placement announced on November 27, 2024. Proportionate adjustments will also be made to the prices exercise of the outstanding shares of TransCode. options and warrants, as well as the number of shares that may be issued under TransCode’s stock incentive plans.

Vstock Transfer LLC will act as exchange agent for the reverse stock split. Registered shareholders are not required to take any action to receive the shares after the book-entry split. Shareholders holding shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to specific security processes. the holding entity; such shareholders will not be required to take any action in connection with the reverse stock split. However, such banks, brokers, custodians or other nominees may have different procedures for processing the reverse stock split than registered shareholders. If a shareholder holds shares of common stock with a bank, broker, custodian or other nominee and has questions regarding the same, shareholders are encouraged to contact their bank, broker, custodian or other nominee. or other nominee for more information.

In connection with the reverse stock split, the Company’s CUSIP number will become 89357L402 effective at 12:01 a.m. Eastern Standard Time on December 4, 2024.

About TransCode Therapeutics

TransCode is a clinical-stage oncology company focused on the treatment of metastatic disease. The company is committed to defeating cancer through the intelligent design and efficient delivery of RNA therapeutics based on its proprietary TTX nanoparticle platform. The Company’s lead therapeutic candidate, TTX-MC138, is focused on the treatment of metastatic tumors that overexpress microRNA-10b, a unique and well-documented biomarker of metastasis. Additionally, TransCode is developing a portfolio of other first-in-class RNA therapeutic candidates designed to overcome the challenges of RNA delivery and thereby unlock therapeutic access to a variety of novel genetic targets that could be relevant for treating a variety of cancers.

Forward-looking statements

This press release contains “forward-looking statements” that are subject to important 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 can be identified by the use of words such as “anticipate”, “believe”, “consider”, “could”, “estimate”, “expect”, “have the intention to”, “seek”, “can”, “could”, “plan”, “potential”, “predict”, “project”, “target”, “aim”, “should”, “will”, “would” ” or the negative form 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. assumptions about 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 in detail in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. The forward-looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to update this information except as required by applicable law.

For more information, please contact:

TransCode Therapeutics, Inc.
Tania Montgomery-Hammon, Vice President of Business Development
[email protected]