TransCode Therapeutics Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Date of Report (Date of earliest event reported): May 7, 2025 (
(Exact name of registrant as specified in its charter)
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TransCode Therapeutics, Inc.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 6, 2025, TransCode Therapeutics, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) informing the Company that, for the 30 consecutive business day period between March 24, 2025, through May 5, 2025, the Company’s common stock had not maintained a minimum closing bid price of $1.00 per share as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Notice also indicated that the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company has both effected a reverse stock split over the prior one-year period and effected reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. Therefore, the Company’s common stock would be delisted from The Nasdaq Capital Market unless the Company appeals the Staff’s delisting determination by requesting a hearing before a Nasdaq Hearings Panel (the “Panel”). An appeal request for a hearing before a Panel to address the deficiency and present a plan to regain compliance must be filed no later than 4:00 p.m. Eastern Time on May 13, 2025. A request by the Company for a Panel hearing will stay any further delisting action by the Staff pending the ultimate outcome of the hearing. The Company’s common stock will then remain listed and eligible for trading on Nasdaq at least pending the ultimate conclusion of any hearing process. The Company plans to timely request a Panel hearing.
There can be no assurance that the Company will ultimately regain compliance and remain listed on Nasdaq.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “aims,” “anticipates,” “believes,” “could,” “expects,” estimates,” “intends,” “may,” “plans,” “potential,” “projects,” “should,” “will,” and “would,” or similar references to future periods. Examples of forward-looking statements in this Current Report on Form 8-K include, without limitation, statements regarding the Company’s intent or ability to regain compliance with the Minimum Bid Price Rule, the outcome of a Nasdaq hearing and appeal process, and the anticipated actions by the Nasdaq Staff and the Company’s responses and their anticipated outcome, and the ability for the Company’s common stock to remain listed on Nasdaq. Any forward-looking statements in this Current Report on Form 8-K are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained in or implied by the forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission as well as discussions of potential risks, uncertainties and other important factors in any subsequent Company filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing; the Company undertakes no duty to update this information unless required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TransCode Therapeutics, Inc. | ||
| Date: May 7, 2025 | By: | /s/ Thomas A. Fitzgerald |
| Thomas A. Fitzgerald | ||
| Interim Chief Executive Officer; Chief Financial Officer | ||