TransCode Therapeutics, Inc. (RNAZ)
NASDAQ: RNAZ · Real-Time Price · USD
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-0.07 (-0.82%)
Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Aug 29, 2025

Thomas Fitzgerald
Interim CEO and CFO, TransCode Therapeutics

Hello, and welcome to the TransCode Therapeutics Inc. Annual Meeting of Stockholders. I'm Thomas Fitzgerald, the company's Interim Chief Executive Officer and Chief Financial Officer. We will be conducting the formal business of the meeting first, notice of which was sent to all shareholders of record as of the close of business on July 11th, 2025. The meeting is now called to order. As I have been authorized by the Board of Directors, I hereby appoint [Jenna Bentley] as the Inspector of Election for this annual 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 and by ballot during the meeting. If you have turned in a proxy and do not intend to change your vote, then it is not necessary that you complete another proxy or ballot, your vote will be counted. Those of you who did not turn in a proxy or who wish to change your vote should complete and submit your ballot when called to do so. Your submission of a ballot will revoke all your prior proxies. The first item of formal business is the election of directors for a term of one year or until their respective successors have been duly elected and qualified. The persons named in the proxy statement have been nominated to serve as directors of the company. They are Philippe P. Calais, Thomas A. Fitzgerald, Eric Manting, and Magda Marquette.

The second item of business is to approve an amendment to the corporation's 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 166,724 shares. The third item of business is to ratify for appointment of Withum Smith + Brown, PC as TransCode's independent registered public accounting firm for the fiscal year ending December 31st, 2025. The fourth item of business is the approval of an adjournment of the annual meeting to the extent there are insufficient votes at the annual meeting to approve the amendment to the corporation's 2021 Stock Option and Incentive Plan proposal. Those of you who are voting should now mark your ballots and submit them per the meeting instructions. We now have all the ballots and proxy cards. I hereby declare that the polls for each matter to be voted on at this meeting are now closed.

No additional ballots, 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.

Based upon all the proxies and ballots received prior to commencement of the meeting and subject to final adjustment of the numbers for any ballots collected here today, I report that Philippe Calais, Thomas Fitzgerald, Eric Manting, and Magda Marquette have each been elected to the Board of Directors to serve as directors for a term of one year or until their respective successors have been duly elected and qualified by a plurality of the shares present or by proxy and voting. The proposal to approve an amendment to the corporation's 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 166,724 shares has been approved by a majority of the shares properly cast on the proposal.

The appointment of Withum Smith + Brown, PC as the corporation's independent registered public accounting firm for the fiscal year ending December 31st, 2025, has been ratified by a majority of the shares properly cast on the proposal. The proposal to approve an adjournment of the annual meeting to the extent there are insufficient votes at the annual meeting to approve the reverse stock split proposal or amendment to the corporation's 2021 Stock Option and Incentive Plan has been approved by a majority of the shares properly cast on the proposal.

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 to all stockholders in our report filed with the SEC. This concludes the formal business of the meeting. There is one question we have from one of our shareholders. We'll answer that now to the best extent. The question is, how many patients are currently undergoing TransCode clinical studies? How many have dropped out and for what reasons? And are there patients with demonstrated tumor regressions so far? As we've announced before, the trial that has been underway is a phase I clinical trial, and it was what's referred to as an all-comers clinical trial. That means that anybody with a solid tumor, metastatic tumor, was eligible for participation.

There was a wide range of tumor types represented in the trial. We will be announcing, hopefully, in the early part of September, some of the specific results that I can't go into right now. Public company, we're restricted as to what we can say and when. We did announce previously that we had a number of subjects that remained on study. That continues to be true, and we had treated in the phase I trial a total of 16 patients, and there will be more details on that coming, as I mentioned, early September. We appreciate the question and the interest in the company. As there is no further business, unless there is an objection, we will now adjourn the annual meeting of stockholders. Without objection, this annual meeting of stockholders is hereby adjourned. Thank you all for your attendance and your interest in the company.

Operator

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

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