Transcode Therapeutics to be Acquired by 03 Life Sciences

TL;DR

Transcode Therapeutics is being bought by 03 Life Sciences, deal expected to close Q4 2024.

AI Summary

Transcode Therapeutics, Inc. announced on August 28, 2024, that it has entered into a definitive agreement to be acquired by 03 Life Sciences. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This acquisition aims to advance Transcode's pipeline of innovative therapies.

Why It Matters

This acquisition by 03 Life Sciences could lead to the advancement of Transcode's therapeutic pipeline, potentially bringing new treatments to market.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a level of uncertainty until completion.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• 03 Life Sciences (company) — Acquiring entity
• August 28, 2024 (date) — Date of report and earliest event
• Fourth quarter of 2024 (date) — Expected closing period of acquisition

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 at June 30, 2024, which is below the St
• $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

• tm2422872d1_8k.htm (8-K) — 27KB
• 0001104659-24-093614.txt ( ) — 200KB
• rnaz-20240828.xsd (EX-101.SCH) — 3KB
• rnaz-20240828_lab.xml (EX-101.LAB) — 33KB
• rnaz-20240828_pre.xml (EX-101.PRE) — 22KB
• tm2422872d1_8k_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events. As previously disclosed, on August 13, 2024, TransCode Therapeutics, Inc., a Delaware corporation, (the "Company") announced that they had received a letter (the "Minimum Bid Price Deficiency Letter") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("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). 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. Separate from and in addition to the Minimum Bid Price Deficiency Letter, as previously disclosed, on August 15, 2024, the Company received a letter (the "Stockholders' Equity Requirement Deficiency Letter" and together with the Minimum Bid Price Deficiency Letter, the "Deficiency Letters") from the Staff of Nasdaq notifying the Company that it was not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 (the "Stockholders' Equity Requirement"). The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2024, reported stockholders' equity of $1,322,274 at June 30, 2024, which is below the Stockholders' Equity Requirement for continued listing on The Nasdaq Capital Market (the "Stockholders'

SIGNATURES

SIGNATURES 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. Date: August 28, 2024 TransCode Therapeutics, Inc. By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Interim Chief Executive Officer

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View this 8-K filing on SEC EDGAR