SEC Form DEFA14A filed by TransCode Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
TransCode Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
TransCode Therapeutics, Inc. Announces Adjournment of Special Meeting and Information for Adjourned Special Meeting
BOSTON, April 21, 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 its Special Meeting scheduled for and convened on April 21, 2025, (the “Special Meeting”) has been adjourned until May 2, 2025, at 9:30 a.m. Eastern time (the “Adjourned Special Meeting”) for the purpose of soliciting additional votes with respect to the 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 April 11, 2025 (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 constitutes a quorum. There were fewer than that number of shares represented at the Special Meeting, so a quorum did not exist. At the time the Special Meeting was adjourned, proxies had been submitted by stockholders representing approximately 12.73% of the outstanding shares of stock entitled to vote.
| · | Proposal One is a proposal to approve an amendment to the Company's amended and restated certificate of incorporation, as amended (the "Charter"), in the form attached to the Special Meeting Proxy Statement as Annex A, to effect a reverse stock split of the Company's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), at the discretion of the Company’s Board of Directors (the "Board"), at any time prior to the one-year anniversary date of the Special Meeting, at a ratio, ranging from one-for-ten (1:10) to one-for-forty (1:40), with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders (the "Reverse Stock Split Proposal" or “Proposal 1”). |
| · | Proposal Two is 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 are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal (the “Adjournment Proposal” or “Proposal 2”). |
Adjournment of Special Meeting
The Adjourned Special Meeting will be reconvened on May 2, 2025, at 9:30 a.m. Eastern Time and will continue to be held in a virtual format. Stockholders will be able to listen and participate in the virtual special meeting, as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RNAZ2025SM2 and entering the 16-digit control number included in their proxy card.
TransCode encourages eligible stockholders as of the record date of April 2, 2025, who have not yet voted their shares on Proposal One or Proposal Two or are uncertain if their shares have been voted on Proposal One or Proposal Two to contact their broker or bank to vote their shares. The Board and management request that these stockholders consider and vote their proxies as soon as possible on Proposal One and Proposal Two, but no later than May 1, 2025, at 11:59 p.m. Eastern Time.
Stockholders who have previously submitted their proxy or otherwise voted on Proposal One and Proposal Two at the Special Meeting and who do not want to change their vote need not take any action.
As described in the Special Meeting Proxy Statement, stockholders may use one of the following simple methods to vote their shares, or change their previously submitted vote, no later than May 1, 2025, at 11:59 p.m. Eastern Time with respect to Proposal One or Proposal Two:
| · | By mail. Complete and mail the proxy card in the postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your eligible shares voted, they will be voted as recommended by our Board. Your proxy card must be received on or before 11:59 P.M. Eastern time on May 1, 2025, the day before the Adjourned Special Meeting, to be counted. |
| · | In attendance at the Adjourned Special Meeting. You may vote during the virtual meeting through www.virtualshareholdermeeting.com/RNAZ2025SM2. To be admitted to the Special Meeting and vote your eligible shares, you must provide the control number as described in the proxy card previously mailed to you. |
| · | Over the Internet. You may submit your proxy to vote via the Internet by going to www.proxyvote.com and following the on-screen instructions. Please have your proxy card available when you access the webpage. Your proxy to vote must be received prior to 11:59 P.M. Eastern time on May 1, 2025, the day before the Adjourned Special Meeting, to be counted. |
| · | By telephone. You may vote by telephone by calling toll-free 1-800-690-6903 in the U.S. and following the recorded instructions. Please have your proxy card available when you call. Your vote must be received prior to 11:59 P.M. Eastern time on May 1, 2025, the day before the Adjourned Special Meeting, to be counted |
Votes must be received by 11:59 p.m. Eastern time on May 1, 2025, to be counted. After this time, votes can only be cast during the Adjourned Special Meeting on May 2, 2025, at 9:30 a.m. Eastern Time at www.virtualshareholdermeeting.com/RNAZ2025SM2.
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.
Forward-Looking Statements
This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “believe,” “can,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “plan” “potential,” “predict,” “should,” “will,” “would,” or the negative of these terms and similar expressions intended to identify forward-looking statements. These forward-looking statements include statements related to the Reverse Stock Split Proposal and the Adjournment Proposal, the future, the timing and the outcome of the Adjourned Special Meeting, matters described above, the parties’ expectations and related matters. TransCode cautions readers that forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to certain risks and uncertainties that could cause actual results to differ materially and adversely from those expressed in, or implied by, these forward-looking statements, including, but not limited to, the timing of the Adjourned Special Meeting. 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, quarterly reports on Form 10-Q and other reports filed with the SEC. Forward-looking statements reflect the Company’s analysis only on their stated date, and TransCode undertakes no obligation to update or revise these statements except as may be required by law.
Additional Information and Where to Find It
In connection with the solicitation of proxies, on April 11, 2025, TransCode filed the Special Meeting Proxy Statement with the SEC with respect to the Special Meeting. Promptly after filing the Special Meeting Proxy Statement with the SEC, TransCode mailed the Special Meeting Proxy Statement and a proxy card to each stockholder entitled to vote at the Special Meeting to consider the proposals. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TRANSCODE HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the Special Meeting Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by TransCode with the SEC in connection with the proposals at the SEC's website (http://www.sec.gov) or at the Company's investor relations website (https://ir.transcodetherapeutics.com/). The information provided on, or accessible through, our website is not part of this communication, and therefore is not incorporated herein by reference.
SOURCE: TransCode Therapeutics, Inc.
Tania Montgomery-Hammon, VP Business Development