TransCode Therapeutics, Inc. Common Stock FY 2026 Earnings Call
Key Takeaways
- The annual meeting of TransCode Therapeutics, Inc. stockholders was called to order and a quorum was confirmed.
- Seven proposals were voted on, including approval of common stock issuance upon conversion of series A, B, and C non-voting convertible preferred stock, approval of stock issuance pursuant to the Standby Equity Purchase Agreement and related convertible notes, election of six directors, amendment to increase shares available under the 2021 stock option and Incentive Plan by 1,734,262 shares, ratification of the appointment of William Smith and Brown, P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026, and approval of adjournment of the meeting if necessary.
- All proposals were approved by a majority of shares properly cast, and all six director nominees were elected to serve one-year terms.
- The Inspector of Elections will conduct a final vote count and include results in the meeting minutes and SEC filings.
Q&A
- There were no questions during the question and answer session.
Hello, and welcome to the TransCode Therapeutics, Inc. Reconvened Annual Meeting of Stockholders. I am Philippe P. Calais, the company's Chief Executive Officer and Chairman of the Board of Directors. We will be conducting the formal business of the meeting first, notice of which was sent to all shareholders of record as of the close of business on May 28, 2026. The meeting is now called to order. As I have been authorized by the board of directors, I hereby appoint Jenna Bentley as the Inspector of Election for this annual meeting. The Inspector of Election has now signed an oath of office. The affidavit of mailing and the oath of Inspector of Election will be filed with the minutes of this meeting.
The Inspector of Election has advised me that we have present and by proxy a sufficient number of shares to constitute a quorum, the meeting is duly constituted. We will vote by proxy and by ballot during the meeting. If you have turned in a proxy and do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you did not turn in a proxy but wish to vote at this meeting, or you wish to change the vote you previously submitted, complete and submit a ballot when called to do so. Your submission of a ballot at this meeting will revoke all prior proxies you may have submitted.
The proposals to be voted on this meeting are, first is approval for the purchase of complying with the applicable provisions of Nasdaq Listing Rule 5635 of the issuance of our common stock, par value of $0.0001 per share, upon conversion of our Series A non-voting convertible preferred stock, par value $0.0001 per share, and our Series B non-voting convertible preferred stock, par value $0.0001 per share. Second is approval for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(a) of the issuance of our common stock upon conversion of our Series C non-voting convertible preferred stock, par value $0.0001 per share.
Third is approval for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d) of the issuance of shares of our common stock pursuant to the Standby Equity Purchase Agreement and related convertible notes, both as described in the proxy statement provided in connection with this annual meeting. Fourth is the election of six directors for one-year terms until their respective successors have been duly elected and qualified, or until his or her earlier death, resignation, or removal. The persons named in the proxy statement nominated to serve as directors of the company are Philippe P. Calais, Elizabeth Czerepak, Thomas A. Fitzgerald, Erik Manting, Magda Marquet, and Jack E. Stover. Fifth is approval of an amendment of the corporation's 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 1,734,262 shares.
Sixth is ratification of the appointment of WithumSmith+Brown, PC, as TransCode's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Seven, the last item of business, is approval of an adjournment of the annual meeting, if necessary or appropriate. Those of you who are voting should now mark your ballots and submit them per the meeting instructions. We now have all the ballots and proxy cards. I hereby declare that the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. At this point in time, I would like the Inspector of Election to report on the results of the voting.
Based upon all the proxies and ballots received prior to commencement of the meeting and subject to final adjustment of the numbers for any ballots collected here today, I report that the proposal to approve issuance of the company's common stock upon conversion of its Series A non-voting convertible preferred stock and its Series B non-voting convertible preferred stock has been approved by a majority of the shares properly cast on the proposal. The proposal to approve issuance of the company's common stock upon conversion of its Series C non-voting convertible preferred stock has been approved by a majority of the shares properly cast on the proposal. The proposal to approve issuance of the company's common stock pursuant to the Standby Equity Purchase Agreement and related convertible notes has been approved by a majority of the shares properly cast on the proposal.
Each of the director nominees have been elected to the board of directors to serve as directors for a term of one year, or until their respective successors have been duly elected and qualified by a plurality of the shares present or by proxy and voting, or until his or her earlier death, resignation, or removal. The proposal to approve an amendment to the corporation's 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 1,734,262 shares has been approved by a majority of the shares properly cast on the proposal. The appointment of WithumSmith+Brown, PC as the corporation's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified by a majority of the shares properly cast on the proposal.
The proposal to approve an adjournment of the annual meeting, if necessary or appropriate, has been approved by a majority of the shares properly cast on the proposal.
The Inspector of Election will conduct a final count of all votes on these matters. The final results will be included in the minutes of this meeting and will be available to all stockholders in our report filed with the SEC. This concludes the formal business of the meeting. There is no further business, unless there is an objection, we will now adjourn this annual meeting of stockholders. Without objection, this annual meeting of stockholders is hereby adjourned. We will now proceed with the question and answer session. There are no questions, the meeting is now closed. Thank you for your support and your time. Have a pleasant day. The meeting has now concluded.
Thank you for joining, and have a pleasant day.