aibioTransCode Therapeutics gets Nasdaq stockholders' equity deficiency notice
Tickers RNAZ
Nasdaq told TransCode on May 19, 2026 that its stockholders' equity of $1,251,427 is below the $2,500,000 minimum. The company has until July 3, 2026 to submit a plan to regain compliance, and its equity had been $10,335,466 at December 31, 2025.
Key facts
- Company
- TransCode Therapeutics, Inc. (NASDAQ: RNAZ)
- News type
- Listings
- Primary source
- Transcode Therapeutics, Inc. Form 8-K filed May 22, 2026 (SEC EDGAR)
TransCode Therapeutics, Inc. (Nasdaq: RNAZ) received a Nasdaq deficiency letter on May 19, 2026 because its stockholders' equity is below the minimum for continued listing on the Nasdaq Capital Market. The company disclosed the letter in a Form 8-K filed May 22, 2026, signed by Chief Financial Officer Thomas A. Fitzgerald. The 8-K uses the equity figure from the quarterly report for the period ended March 31, 2026: $1,251,427 against a required $2,500,000. The company has until July 3, 2026 to submit a plan to regain compliance.
What the letter requires
The letter came from the Listing Qualifications Department of the Nasdaq Stock Market under Nasdaq Listing Rule 5550(b)(1). The company says the notice has no immediate effect on its listing, but the 8-K also sets out what follows if the plan fails.
Nasdaq staff may grant an extension of 180 calendar days from the date of the letter. If staff reject the plan, the company may appeal to a Nasdaq Hearings Panel, and a hearing request would stay any delisting action. The company warns that staff may not accept its plan, and that even if it does, the company "may be unable to evidence compliance" during an extension. It names additional equity financings, improved operating results or shareholder actions as the routes it could use.
Equity has fallen sharply
The annual report on Form 10-K, filed April 15, 2026, reports stockholders' equity of $10,335,466 at December 31, 2025, compared with a deficit of $2,018,734 a year earlier. By March 31, 2026, the quarterly figure had dropped to $1,251,427.
For 2025 the company reports a consolidated net loss of about $34.7 million and net cash used in operating activities of about $19.5 million. Its accumulated deficit was about $97.9 million at year end, and it held about $17.8 million in cash. The auditor's report includes a going-concern paragraph, citing recurring losses, cash used in operations and the accumulated deficit as raising substantial doubt about the company's ability to continue as a going concern.
Management says its cash, together with about $2.3 million of expense reimbursement from DEFJ, LLC expected in the first half of 2026, will fund operations to approximately year end 2026. The 10-K says the company will need to raise additional capital.
Convertible notes and an equity line
On April 7, 2026, the company entered a financing agreement with an affiliate of Yorkville Advisors. The 10-K says the company expects to issue up to $6 million of convertible notes and has the option to sell up to $14 million of common stock under a Standby Equity Purchase Agreement with YA II PN, LTD, referred to as Yorkville.
The filing attaches conditions. The company may not receive the proceeds of a $5 million Second Convertible Note unless its stockholders approve. While more than 10% of the convertible notes remain outstanding, the company cannot require Yorkville to buy its common stock under the equity line. The 10-K reports 916,968 shares of common stock outstanding as of April 3, 2026, held by approximately 24 holders of record.
Preferred stock issued in the Polynoma deal to DEFJ, LLC, and in a March 2, 2026 licensing agreement with Unleash Immuno Oncolytics, Inc., cannot convert until stockholders approve the conversions.
The pipeline
TransCode calls itself an immuno-oncology and targeted cancer therapy company. Its lead candidate, TTX-MC138, is an antisense inhibitor of an oncogenic microRNA. The 10-K says the company completed and announced Phase 1a results for TTX-MC138 in October 2025, and that an open Phase I/II trial, which began in the third quarter of 2024, is still running. It describes the candidate as at an early stage of development.
On October 8, 2025, the company acquired all of the membership interests of ABCJ, LLC, which owns Polynoma, LLC and its vaccine Seviprotimut-L, described in the filing as a novel polyvalent shed antigens vaccine.
What comes next
The compliance plan is due by July 3, 2026. The company says its funds last to approximately year end 2026, and its filing says it must raise more capital. Any extension depends on staff accepting a plan the company itself says may be rejected.