TransCode Therapeutics, Inc. (RNAZ)
NASDAQ: RNAZ · Real-Time Price · USD
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Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2025

May 2, 2025

Tom Fitzgerald
CFO and Director, TransCode Therapeutics

Hello, and welcome to the TransCode Therapeutics special meeting of stockholders. I'm Tom Fitzgerald, the company's Interim Chief Executive Officer and Chief Financial Officer. We will be conducting the formal business of the meeting, notice of which was sent to all shareholders of record as of the close of business on April 2nd, 2025. The meeting is now called to order. As I have been authorized by the board of directors, I hereby appoint Jennifer Borden as the inspector of election for this special meeting. The inspector of election has now signed an oath of office. The affidavit of mailing and the oath of inspector of election will be filed with the minutes of this meeting. The inspector of election has advised me that we have present and by proxy a sufficient number of shares to constitute a quorum, so the meeting is duly constituted.

We will vote by proxy or via the internet during the meeting. If you have turned in a proxy and do not intend to change your vote, it is not necessary that you complete another proxy. Your vote will be counted as you had cast it. If you did not turn in a proxy or wish to change your vote, you may do so by clicking on the link provided through the virtual meeting platform. The first item of business is to approve the authorization of the board of directors, if necessary, to amend the corporation's certificate of incorporation to effect a reverse stock split of the corporation's outstanding shares of common stock by a ratio of any whole number between one for ten and one for forty, the implementation and timing of which shall be subject to the discretion of the board.

This is called the reverse stock split proposal or proposal number one. The second item of business is the approval of an adjournment of 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 issuance proposal. This is called the adjournment proposal or proposal number two. We now have all the votes and proxy cards. I hereby declare that the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes and no changes or revocations will be accepted. At this time, I would like the inspector of election to report on the results of the voting.

Jennifer Borden
Inspector of Election, TransCode Therapeutics

Based upon all of the proxies and votes received, I report that the proposal to approve the reverse stock split proposal has been approved by a majority of the votes properly cast on the proposal. The proposal to approve an adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies has also been approved by a majority of the votes properly cast on the proposal.

Tom Fitzgerald
CFO and Director, TransCode Therapeutics

The inspector of election will conduct a final count of all votes on these matters, and the final results will be included in the minutes of this meeting and will be available for all our stockholders in our reports filed with the SEC. This concludes the formal business of the meeting. We had some questions that came in. I'll answer them right after adjournment so we can wrap up the official part of the meeting. As there is no further business, unless there is an objection, we will now adjourn this special meeting of stockholders. Without objection, this special meeting of stockholders is hereby adjourned. The questions that have come in, one is, how often are clinical trial assessments done during the current clinical study?

Could you please provide us with current and periodic data for all patients in the clinical trial on various criteria, not just for the two patients that are participating the longest in the study? We report out as expeditiously as we can any data, good or bad, that comes out of the trial. It is not a simple matter of just getting results at TransCode and then publishing those results. They need to go through a variety of quality control and committee checks, both at the clinical trial site with the safety review committee and certain other procedures. As soon as we have data, we do report that out as we have been all along. We will report out anything that we possibly can. The second question is, has your NIH grant funding been affected by the recent funding cuts that are supposedly happening?

To date, we have had no adverse effects on us from the NIH grant funding, but we haven't drawn funds down from that yet. We're preparing to do so in the foreseeable future, and we'll find out whether that's going to be an issue or not. We're hoping that it's not given the nature of our grant and when the timing of it, but that remains to be seen. Thank you for the questions. Thank you for your attendance and your participation in the special meeting. That's all we have for now.

Operator

This now concludes the meeting. Thank you for joining and have a pleasant day.

Speaker 4

The host has ended this call. Goodbye.

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