TransCode Therapeutics Open Letter to Shareholders

Rhea-AI Summary

TransCode Therapeutics issued an open letter to shareholders regarding a proposed reverse split of their stock due to not meeting the Minimum Bid Requirement. The company faces potential delisting from Nasdaq but intends to appeal the decision. They believe a reverse split is the best chance to maintain Nasdaq listing. The Board and Management express their reluctance but emphasize the importance of shareholder support.

Positive

• None.

Negative

• The potential delisting of TransCode Therapeutics from Nasdaq due to failing to meet the Minimum Bid Requirement can negatively impact investor confidence and stock value.

BOSTON, May 13, 2024 (GLOBE NEWSWIRE) -- The Board and Management of TransCode Therapeutics (NASDAQ: RNAZ) today issued the following open letter to shareholders of the Company:

Dear Shareholder,

As you may have seen, we have filed an amended proxy statement in connection with our Annual Meeting scheduled for June 13.

One of the proposals in the proxy provides for authorizing the Board of Directors, if they believe it is the best interests of the company and shareholders, to effect a reverse split of our stock.

This has been one of the most difficult deliberations we have had. This is NOT something any of the directors (or management) wishes to do – and hopes that it won’t be needed. The reason for the requested authorization is that our common stock did not close at $1.00 per share or more for any ten day period ended May 6, the so-called Minimum Bid Requirement.

As we noted in the 8-K filed May 10, Nasdaq has notified us that because we did not meet the Minimum Bid Requirement by May 6, the Nasdaq staff is recommending that our shares be delisted. We have the right, and we intend to, file a request for a Nasdaq Panel Hearing at which hearing we intend to appeal the decision.

Our stock has closed above $1.00 per share for four consecutive days through May 10. Even if it continues to close above $1.00 per share for another six trading days (longer hopefully), it will not guarantee that the Panel will provide any leeway.

The reason for requesting the authority to do the reverse split is that, as a last resort, we can inform the Panel that shareholders have authorized a reverse split. There is also no assurance that the authorization (alone or in combination with other reasons we will provide the Panel) will result in our stock not being delisted, but the company and its advisors believe this is our best chance.

We believe having our stock continue to be listed on The Nasdaq Capital Market will be valuable in a number of ways in the future.

We hope to not have to effect a reverse split, but we also believe that our shareholders are best served by doing everything we can to continue to be Nasdaq-listed.

We share your frustration and greatly appreciate your support.

Your Board and Management

For more information, please contact:

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

FAQ

Why did TransCode Therapeutics issue an open letter to shareholders?

TransCode Therapeutics issued an open letter to inform shareholders about a proposed reverse split of their stock.

What is the reason for the potential delisting of TransCode Therapeutics from Nasdaq?

TransCode Therapeutics faces potential delisting from Nasdaq due to not meeting the Minimum Bid Requirement.

How does TransCode Therapeutics plan to address the potential delisting?

TransCode Therapeutics intends to file a request for a Nasdaq Panel Hearing to appeal the decision.

What is the purpose of the proposed reverse split of TransCode Therapeutics stock?

The proposed reverse split is considered a last resort to potentially avoid delisting from Nasdaq by showing shareholder authorization.

Who can shareholders contact for more information regarding TransCode Therapeutics?

Shareholders can contact Tania Montgomery-Hammon, Business Development at tania.montgomery@transcodetherapeutics.com for more information.