TransCode Therapeutics Announces 1-for-33 Reverse Stock Split

Rhea-AI Summary

TransCode Therapeutics (RNAZ) announced a Board-approved 1-for-33 reverse stock split, which was approved by stockholders on November 22, 2024. The split aims to increase the per-share trading price to meet Nasdaq's minimum bid price requirements for continued listing. The split will reduce outstanding shares from 17,265,658 to approximately 523,202. Proportional adjustments will be made to stock options, warrants, and shares under incentive plans. No fractional shares will be issued, with fractions rounded up to the nearest whole number. The effective date is pending announcement.

Positive

• None.

Negative

• Implementing reverse stock split to maintain Nasdaq listing compliance indicates share price weakness
• Significant share consolidation (33:1) suggests severe price deterioration
• Risk of potential delisting from Nasdaq if minimum bid price requirements aren't met post-split

Insights

Financial Analyst

This reverse stock split represents a significant but concerning development for TransCode Therapeutics. The 1-for-33 ratio is notably steep, indicating severe share price deterioration. While the move aims to maintain Nasdaq listing compliance, it's essentially a cosmetic change that doesn't address fundamental business challenges.

The reduction from 17,265,658 to approximately 523,202 shares outstanding is substantial. Though this adjustment doesn't directly affect market capitalization, reverse splits often signal financial distress and frequently lead to continued share price decline post-split. The company's micro-cap status and need for such a dramatic ratio suggests significant underlying financial pressures.

Investors should note that while this maintains listing requirements, it doesn't improve the company's cash position or operational outlook. Historical patterns show that companies implementing such aggressive reverse splits often struggle to maintain their post-split share prices.

Split designed to achieve compliance with Nasdaq minimum bid price requirements

BOSTON, Nov. 25, 2024 (GLOBE NEWSWIRE) -- TransCode Therapeutics, Inc. (Nasdaq: RNAZ) (“TransCode” or the “Company”), the RNA Oncology Company™ committed to more effectively treating cancer using RNA therapeutics, today announced that its Board of Directors has approved a 1-for-33 reverse stock split. The reverse stock split was approved by TransCode’s stockholders on November 22, 2024, and is intended to increase the per share trading price of the Company's common stock to enable the Company to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

The 1-for-33 reverse stock split will automatically convert thirty-three current shares of TransCode’s common stock into one new share of common stock. No fractional shares will be issued in connection with the reverse stock split. In lieu of issuing fractional shares, stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to rounding up of the fractional share to the nearest whole number. The reverse split will reduce the number of shares of common stock outstanding from 17,265,658 shares to approximately 523,202 shares. Proportional adjustments also will be made to the exercise prices of TransCode’s outstanding stock options and warrants, and to the number of shares issued and issuable under TransCode’s stock incentive plans.

Vstock Transfer LLC will act as the exchange agent for the reverse stock split. Stockholders of record are not required to take any action to receive post-split shares in book-entry. Stockholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the holding entity’s particular processes; such stockholders will not be required to take any action in connection with the reverse stock split. However, these banks, brokers, custodians or other nominees may have different procedures for processing the reverse stock split than those for registered stockholders. If a stockholder holds shares of common stock with a bank, broker, custodian or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee for more information.

The effective date of the reverse stock split has not yet been determined and will be announced by the Company at least two business days prior to its implementation.

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 is developing 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” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate, including the Company’s expectations regarding the effect of the reverse stock split and its continued listing on Nasdaq. 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 and other reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

For more information, please contact:

TransCode Therapeutics, Inc.
Tania Montgomery-Hammon, VP of Business Development 
tania.montgomery@transcodetherapeutics.com 

FAQ

What is the ratio of TransCode Therapeutics (RNAZ) reverse stock split announced in November 2024?

TransCode Therapeutics announced a 1-for-33 reverse stock split, meaning every 33 current shares will be converted into one new share.

How many shares will RNAZ have outstanding after the reverse split?

After the 1-for-33 reverse split, RNAZ's outstanding shares will reduce from 17,265,658 to approximately 523,202 shares.

Why is TransCode Therapeutics (RNAZ) implementing a reverse stock split?

RNAZ is implementing the reverse stock split to increase its per-share trading price to meet Nasdaq Capital Market's minimum bid price requirement for continued listing.