On October 8, 2025 TransCode Therapeutics, Inc. (NASDAQ: RNAZ) ("TransCode or the "Company") reported that it entered into a definitive agreement to acquire Polynoma LLC, a privately-held biotechnology immuno-oncology company (Press release, TransCode Therapeutics, OCT 8, 2025, View Source [SID1234656516]). Polynoma is developing a late-stage candidate, seviprotimut-L, a novel polyvalent shed antigen vaccine for the adjuvant treatment of stage IIB and IIC melanoma.

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Concurrent with the Polynoma acquisition, TransCode announced a $25 million investment from CK Life Sciences Int’l., (Holdings) Inc. ("CK Life Sciences") to be used primarily to advance clinical development of TransCode’s lead microRNA asset, TTX-MC138, into a Phase 2 clinical trial.

Philippe Calais, PharmD, PhD, has been appointed as TransCode’s Chief Executive Officer and remains Chairman of the Board of Directors, but has stepped down from his positions on the Board’s Audit Committee and Compensation Committee. Tom Fitzgerald steps down as Interim Chief Executive Officer but remains Chief Financial Officer and a member of the Board Directors. There are no other changes to the executive team. TransCode expects to retain several finance, development and manufacturing professionals from Polynoma. Elizabeth Czerepak, MBA, has been selected as a new independent board member and becomes Chairperson of the Audit Committee, effective as of the closing of the transaction.

Dr. Philippe Calais stated that "I am very honored to deepen my commitment and lead TransCode’s transformation into a one-of-a-kind leading oncology company at this critical time. We are grateful for CK Life Sciences’ investment and their support of our miRNA candidate, TTX-MC138, as we now have the funding in place to fully execute our upcoming TTX-MC138 Phase 2. This acquisition allows us to create a unique and broader pipeline with Phase 3 ready seviprotimut-L, and potentially realize synergies between both technologies, for the ultimate benefit of patients suffering from cancer and metastases. Between the two programs, we see a unique potential to augment seviprotimut-L’s focus with our microRNA lead program, TTX-MC138, by addressing the micrometastases in stage IIB and IIC melanoma patients."

"Finally, I express my gratitude to Tom Fitzgerald for his remarkable dedication and commitment as he steps down from the Interim Chief Executive Officer position to revert to his previous role as Chief Financial Officer. I extend a warm welcome to all our new colleagues transitioning from Polynoma and to Elizabeth Czerepak, our new Independent Board member. All the ingredients are now in place to fully execute on our ambitious plan and deliver value to our shareholders" said Dr. Calais.

TransCode’s Proprietary Expanded Pipeline:

Clinical stage Programs:

· TTX-MC138 targets microRNA-10b, believed to be a master regulator of metastatic cancer across multiple indications
· Seviprotimut-L is a novel polyvalent shed antigen vaccine aimed at melanoma patients that have limited options in stage IIB and IIC

Pre-clinical Programs:

· R&D exploration of combining TTX-MC138 and seviprotimut-L technologies
· TTX-siPDL1, siRNA-based modulator of PD-L1
· TTX-RIGA, RNA-based agonist of RIG-I
· TTX-siMYC, RNA-based inhibitor of c-MYC

About the Acquisition and Financing

Pursuant to the definitive agreement, the sole stockholder of Polynoma, an indirect wholly-owned subsidiary of CK Life Sciences, will receive an aggregate of 83,285 shares of common stock and 1,152.9568 shares of non-voting Series A convertible preferred stock (with a 1:10,000 conversion ratio of preferred to common) (the "Series A Preferred Stock"). Concurrent with the acquisition, TransCode entered into an investment agreement with a subsidiary of CK Life Sciences in which that entity has purchased in a private placement an aggregate of 223.7337 shares of non-voting Series B convertible preferred stock (with a 1:10,000 conversion ratio of preferred to common) (the "Series B Preferred Stock, and together with the Series A Preferred Stock," the "Preferred Stock") for an aggregate consideration of $25 million, consisting of $20 million in cash and a promissory note with an aggregate principal amount of $5 million. Both transactions are expected to close on October 8, 2025. This represents, on a fully diluted basis, approximately 91% for CK Life Sciences and approximately 9% for the pre-acquisition stockholders of TransCode (including transaction fees) and a combined fully diluted equity value of approximately $165 million. Additional conditional payments totaling $95 million may be payable to the CK Life Sciences subsidiary upon the achievement of clinical, regulatory and commercial milestones for seviprotimut-L. The issuance of shares of common stock upon conversion of the Preferred Stock issued in the acquisition and the financing shall be subject to stockholder approval in compliance with the rules of the Nasdaq Stock Market where applicable. A non-transferrable CVR will be distributed to TransCode stockholders of record as of October 20, 2025 to receive certain proceeds received by TransCode, if any, related to future upfront, development or regulatory milestone payments resulting from a corporate partnering transaction of TTX-MC138.

Tungsten Advisors served as the exclusive financial advisor and sole placement agent to TransCode. Orrick, Herrington & Sutcliffe, LLP is serving as legal counsel to TransCode. Freshfields US LLP served as legal counsel to CK Life Sciences and its subsidiaries.