TransCode Therapeutics Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits
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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 November 5, 2024, TransCode Therapeutics, Inc., a Delaware corporation, (the “Company”), issued a press release announcing that the Nasdaq Hearings Panel (the “Panel”) granted the Company a formal extension to regain compliance under Nasdaq Listing Rules 5550(a)(2) (the “Bid Price Rule”), 5550(b)(1) (the “Equity Rule”) or any of the alternative requirements in Listing Rule 5550(b), and 5635(d) (the “Shareholder Approval Rule”). In accordance with Listing Rule 5815(c)(1)(D), the Panel also issued to the Company a Public Reprimand Letter in lieu of delisting the Company due to the Company’s failure to secure shareholder approval of the offering and issuance on July 22, 2024, by the Company of 10,000,000 shares, representing 137% of the pre-transaction total shares outstanding at a price of $0.30 per share, a 62% discount to the Minimum Price (as defined in Listing Rule 5635(d)) of $0.7925. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release, dated November 5, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 6, 2024 | By: | /s/ Thomas A. Fitzgerald |
| Thomas A. Fitzgerald | ||
| Interim Chief Executive Officer; Chief Financial Officer |