Feb 25, 2025   SOURCE: PR NewsWire

TransCode Therapeutics, Inc. Announces Results of Special Meeting

BOSTON, Feb. 25, 2025 /PRNewswire/ -- TransCode Therapeutics, Inc. (Nasdaq: RNAZ) ("TransCode" or the "Company"), the RNA Oncology Company(TM) committed to more effectively treating cancer using RNA therapeutics, today held the adjourned session of its Special Meeting from February 4, 2025, (the "Special Meeting"). Shareholders voted upon the two proposals outlined below and described in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on December 30, 2024 (the "Special Meeting Proxy Statement").

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
        $2.4882 (the "Issuance Proposal" or "Proposal 1"). Proposal One was
        approved by a majority of the votes cast at the Special Meeting.
    --  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.

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SOURCE TransCode Therapeutics, Inc.