TransCode Therapeutics (NASDAQ:RNAZ) stockholders approved all proposals presented at the company’s reconvened annual meeting, including several measures related to the potential issuance of common stock and an increase to shares available under the company’s equity incentive plan.
The meeting was conducted by Philippe Calais, TransCode’s chief executive officer and chairman of the board. Calais said notice of the meeting had been sent to all shareholders of record as of the close of business on May 28, 2026. He appointed Jenna Bentley as inspector of election for the meeting, and Bentley reported that a quorum was present in person and by proxy.
Stockholders Approve Share Issuance Proposals
Stockholders also approved the issuance of common stock upon conversion of the company’s Series C non-voting convertible preferred stock. In addition, they approved the issuance of shares of common stock pursuant to a Standby Equity Purchase Agreement and related convertible notes, as described in the company’s proxy statement for the meeting.
Each of those proposals was approved by a majority of shares properly cast on the applicable proposal, according to Bentley’s report during the meeting.
Directors Elected to One-Year Terms
Stockholders elected six director nominees to the company’s board for one-year terms, or until their respective successors have been duly elected and qualified, subject to earlier death, resignation or removal.
The elected directors are:
- Philippe P. Calais
- Elizabeth Czerepak
- Thomas A. Fitzgerald
- Erik Manting
- Magda Marquet
- Jack E. Stover
Bentley said the director nominees were elected by a plurality of the shares present or represented by proxy and voting.
Equity Plan Amendment and Auditor Ratification Pass
Stockholders also approved an amendment to TransCode’s 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance under the plan by 1,734,262 shares. The proposal was approved by a majority of the shares properly cast.
In another vote, stockholders ratified the appointment of WithumSmith+Brown, PC as TransCode’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026. That proposal also received approval from a majority of shares properly cast.
The final proposal, approval of an adjournment of the annual meeting if necessary or appropriate, was also approved by a majority of shares properly cast.
Meeting Adjourned Without Questions
Calais said the inspector of election would conduct a final count of all votes and that final results would be included in the minutes of the meeting and made available to stockholders in a report filed with the SEC.
After the formal business concluded, the meeting moved to a question-and-answer session. No questions were submitted, and the meeting was closed.
About TransCode Therapeutics (NASDAQ:RNAZ)
TransCode Therapeutics, Inc, a ribonucleic acid (RNA) oncology company, focuses on the development and commercialization of drugs and diagnostics for treating and identifying various cancers. Its lead therapeutic candidate is TTX-MC138 that targets microRNA-10b, a master regulator of metastatic cell viability in a range of cancers, including breast, pancreatic, ovarian, colon cancer, glioblastomas, and others. The company is also developing TTX-siPDL1, an siRNA-based modulator of programmed death-ligand 1; and TTX-siLIN28B, an siRNA-based inhibitor of RNA-binding protein LIN28B.
