TransCode Therapeutics Amends Preferred Stock Designation

TransCode Therapeutics, Inc. filed an Amended and Restated Certificate of Designation for its Series A and Series B Non-Voting Convertible Preferred Stock on October 27, 2025. The amendment clarifies that the company cannot issue more than 19.9% of its common stock outstanding as of October 8, 2025, without stockholder approval. It also removes the ability of preferred stockholders to convert their shares into common stock in the event of a delisting from Nasdaq. The company plans to file a proxy statement seeking stockholder approval for the conversion of preferred stock into common stock and a change of control under Nasdaq rules. The filing is part of the company's broader strategy to manage its capital structure and comply with Nasdaq listing requirements.