aibioTransCode Therapeutics delays 2024 annual report to account for direct offering
Tickers RNAZ
TransCode said it needs time to account for a registered direct offering that closed on March 25, 2025. It expects to file within the Rule 12b-25 extension period.
Key facts
- Company
- TransCode Therapeutics, Inc. (NASDAQ: RNAZ)
- News type
- Distress
- Primary source
- TransCode Therapeutics, Inc. NT 10-K (2025-03-31)
TransCode Therapeutics, Inc. said it will not be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, within the prescribed time period without unreasonable effort or expense.
The Boston company filed a notification of late filing on Form 12b-25 on March 31, 2025. The form lets a company tell the SEC that a report will be late and take a short extension.
TransCode tied the delay to a recent financing. On March 23, 2025, it entered into a placement agency agreement with ThinkEquity LLC for a registered direct offering of 10,250,000 shares of common stock and 10,250,000 common warrants to purchase 10,250,000 shares. The offering price was $0.98 per share and accompanying warrant, and the offering closed on March 25, 2025. A registered direct offering is a sale of registered shares directly to selected investors.
The company said it must include disclosures about the offering in the annual report and needs time to finish its year-end reporting process. It expects to file within the extension period under Rule 12b-25.
TransCode also said the offering, along with other warrants issued during 2024, "had a significant impact on the Company's financial performance and capitalization." It said this could result in a significant change in results of operations from the prior year. Because the offering was so recent, it needs more time to assess the proper accounting treatment for the securities issued in those financings.
Details are in the company's notice.