aibioTransCode agrees to buy Polynoma and sell CK Life Sciences $25 million of preferred stock
Tickers RNAZ
After the deal, CK Life Sciences would hold about 91% of TransCode on a fully diluted basis, and existing holders about 9%. Converting the preferred stock needs stockholder approval where Nasdaq rules apply, and up to $95 million in milestones may go to CK Life Sciences.
Key facts
- Company
- TransCode Therapeutics, Inc. (NASDAQ: RNAZ)
- News type
- Mergers
- Primary source
- TransCode Therapeutics, Inc. 8-K (2025-10-08)
TransCode Therapeutics, Inc. (Nasdaq: RNAZ) said on October 8, 2025 that it agreed to acquire Polynoma LLC, a privately held immuno-oncology company owned by CK Life Sciences Int'l., (Holdings) Inc. At the same time, a CK Life Sciences subsidiary agreed to buy $25 million of TransCode preferred stock. The $25 million is $20 million in cash and a promissory note with a principal amount of $5 million. Both transactions were expected to close on October 8, 2025.
The consideration
Polynoma's sole stockholder will receive 83,285 shares of TransCode common stock and 1,152.9568 shares of non-voting Series A convertible preferred stock. Each preferred share converts at a ratio of 1 to 10,000. The financing buys 223.7337 shares of non-voting Series B convertible preferred stock, also convertible at 1 to 10,000. TransCode says the combined fully diluted equity value is approximately $165 million.
On a fully diluted basis, CK Life Sciences would hold approximately 91% of the company and existing TransCode holders about 9%, including transaction fees. Up to $95 million in additional conditional payments may go to the CK Life Sciences subsidiary on clinical, regulatory and commercial milestones for seviprotimut-L, Polynoma's lead asset. Converting the preferred stock into common shares must be approved by stockholders where Nasdaq rules apply.
TransCode holders of record on October 20, 2025 will receive a non-transferable contingent value right. It pays out any proceeds TransCode receives from upfront, development or regulatory milestone payments in a corporate partnering deal for TTX-MC138. The release does not say how large such payments might be.
What TransCode gets
Polynoma is developing seviprotimut-L, a polyvalent shed antigen vaccine for the adjuvant treatment of stage IIB and IIC melanoma. Polynoma says the vaccine was safely administered in more than 1,000 patients, a company claim the release does not back with data, and TransCode calls it Phase 3-ready. The release does not report the results of any trial of seviprotimut-L, and it does not state the stage of the planned registrational work.
TransCode says the $25 million will mainly advance its lead microRNA candidate, TTX-MC138, into a Phase 2 trial. That candidate targets microRNA-10b. In its April 2025 annual report, TransCode describes TTX-MC138 as an RNA oncology candidate in a Phase I/II study that began dosing in September 2024. It describes a Phase 0 microdose study with preliminary data reported in 2024. The Phase 2 move would follow the Phase I/II study described in that filing.
Management and advisers
Philippe Calais, PharmD, PhD, becomes chief executive officer and remains chairman. He steps down from the audit and compensation committees. Tom Fitzgerald steps down as interim chief executive officer but remains chief financial officer and a board member. Elizabeth Czerepak, MBA, joins as an independent director and chairs the audit committee, effective at closing. TransCode expects to retain several finance, development and manufacturing staff from Polynoma.
Tungsten Advisors served as TransCode's exclusive financial advisor and sole placement agent. Orrick, Herrington & Sutcliffe LLP is TransCode's legal counsel. Freshfields US LLP represents CK Life Sciences and its subsidiaries. The release describes CK Life Sciences as a Hong Kong listed company and a member of the CK Hutchison Group.
Dilution, control and what remains unknown
On the release's own figures, existing holders would hold about 9% of the company on a fully diluted basis. The release does not give TransCode's cash balance, its net loss or its debt, so a reader cannot measure how long the $20 million in cash would extend the company's operations.
The promissory note is part of the $25 million, which means $5 million of the financing is a note rather than cash at closing. The release does not state its term or interest rate.
The acquisition also brings in a company whose lead asset is the vaccine. The release calls seviprotimut-L a late-stage candidate, and the April 2025 annual report describes TransCode's own lead as a microRNA program in a Phase I/II study. The combined company would carry both programs, and the preferred stock conversion depends on a stockholder vote.