Transcode Therapeutics Faces Delisting Notice

TL;DR

Transcode Therapeutics is on the chopping block for delisting.

AI Summary

Transcode Therapeutics, Inc. filed an 8-K on August 16, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule or standard. The company, incorporated in Delaware with its principal executive offices in Boston, MA, is subject to this notice as of August 13, 2024.

Why It Matters

This filing indicates potential delisting from a stock exchange, which could significantly impact the company's liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued operation on a public exchange.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• August 13, 2024 (date) — Earliest event reported
• August 16, 2024 (date) — Date of report
• Boston, Massachusetts (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital M
• $1.00 — intained a minimum closing bid price of $1.00 per share (the "Minimum Bid Price Requi
• $2,500,000 — intain stockholders' equity of at least $2,500,000 (the "Stockholders' Equity Requirement"
• $1,322,274 — 2024, reported stockholders' equity of $1,322,274, which is below the Stockholders' Equit
• $2.4 million — that with the addition of approximately $2.4 million of net proceeds from a July 2024 equity
• $3.7 million — uity at June 30, 2024, of approximately $3.7 million. There is no assurance that the Staff w
• $35 m — a market value of listed securities of $35 million, or net income from continued ope
• $500,000 — net income from continued operations of $500,000 in the most recently completed fiscal y

Filing Documents

• tm2421945d1_8k.htm (8-K) — 31KB
• 0001104659-24-090559.txt ( ) — 205KB
• rnaz-20240813.xsd (EX-101.SCH) — 3KB
• rnaz-20240813_lab.xml (EX-101.LAB) — 33KB
• rnaz-20240813_pre.xml (EX-101.PRE) — 22KB
• tm2421945d1_8k_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Nasdaq Minimum Bid Price Requirement Deficiency On August 13, 2024, TransCode Therapeutics, Inc. (the "Company") received a letter (the "Minimum Bid Price Deficiency Letter") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market ("Nasdaq") notifying the Company that, for the 30 consecutive business day period from July 1 through August 12, 2024, the Company's common stock had not maintained a minimum closing bid price of $1.00 per share (the "Minimum Bid Price Requirement") required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq letter does not result in the immediate delisting of the Company's common stock from The Nasdaq Capital Market. Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company effected two reverse stock splits over the prior two-year period with a cumulative ratio of more than 250 shares to one. Accordingly, unless the Company timely requests a hearing before a Hearings Panel (the "Panel"), the Company's securities would be subject to suspension/delisting. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period if granted by the Panel following the hearing. There can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. Nasdaq Stockholder's Equity Requirement Deficiency Separate from and i

Forward-Looking Statements

Forward-Looking Statements Certain information contained in this Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We may in some cases use terms such as "predicts," "believes," "potential," "continue," "anticipates," "estimates," "expects," "plans," "intends," "may," "could," "might," "likely," "will," "should" or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding the Company's intent to file for a hearing before the Panel, our ability to regain compliance with the Nasdaq continued listing requirements, and our financial condition, growth and strategies. Any or all of the forward-looking statements may turn out to be wrong or be affected by assumptions we make that later turn out to be incorrect, or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability to regain compliance with Nasdaq's continued listing requirements or otherwise maintain compliance with any other listing requirement of the Nasdaq Capital Market, including the Minimum Bid Price Requirement and the Stockholder's Equity Requirement, timely file our request for a hearing before the Panel, the potential de-listing of our shares from the Nasdaq Capital Market due to our failure to comply with the Minimum Bid Price Requirement or the Stockholders' Equity Requirement, and the other risks set forth in our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. For all these reasons, actual

forward-looking statements to reflect subsequent events or circumstances unless required by law

forward-looking statements to reflect subsequent events or circumstances unless required by law. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TransCode Therapeutics, Inc. Date: August 16, 2024 By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Interim Chief Executive Officer; Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR