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TransCode Therapeutics (RNAZ) investor relations material
TransCode Therapeutics Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary23 Dec, 2025
Executive summary
On October 8, 2025, a 100% acquisition of ABCJ, LLC (parent of Polynoma LLC) was completed, with related investment and repurchase agreements executed with DEFJ, LLC.
The acquisition included the issuance of common and preferred stock, and up to $95 million in contingent milestone payments, with a $25 million investment (cash and promissory note) to fund operations and R&D.
The transaction is accounted for as a business combination under U.S. GAAP, with ABCJ as the acquired entity and TransCode as the acquirer.
Pro forma financials and audited statements for ABCJ, LLC as of December 31, 2024 and 2023, and for the nine months ended September 30, 2025, are included.
Voting matters and shareholder proposals
DEFJ holds a significant portion of preferred and common stock, potentially controlling over 50% of voting power post-conversion, qualifying as a “controlled company” under Nasdaq rules.
Shareholder approval is required for full conversion of preferred stock, with limitations on beneficial ownership until approval is obtained.
Board of directors and corporate governance
If classified as a “controlled company,” exemptions from certain Nasdaq governance requirements may apply, such as independent board and compensation committee requirements.
The board may elect to rely on these exemptions in the future, impacting governance protections for minority shareholders.
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Next TransCode Therapeutics earnings date
Q4 202515 Apr, 2026
Next TransCode Therapeutics earnings date
Q4 202515 Apr, 2026
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Frequently asked questions
TransCode Therapeutics Inc. is a U.S.-based biotechnology company focused on developing RNA-targeted therapies for treating cancer. The company uses its proprietary TTX platform to design and deliver RNA-based therapeutics aimed at addressing previously undruggable cancer targets. TransCode’s research primarily involves preclinical and clinical development of treatments for metastatic and solid tumors, aiming to improve precision and efficacy in cancer treatment. The company is headquartered in Boston, Massachusetts, and its shares are listed on the NASDAQ.
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