TransCode Therapeutics Inc. ( RNAZ ) announced on Wednesday that it has entered a definitive agreement to acquire Polynoma LLC, a privately held biotechnology firm focused on immuno-oncology.

The acquisition adds Polynoma's lead candidate, seviprotimut-L, a novel polyvalent shed antigen vaccine being developed for the adjuvant treatment of stage IIB and IIC melanoma, to TransCode's development pipeline.

Under the terms of the definitive agreement, TransCode Therapeutics ( RNAZ ) will issue to the sole stockholder of Polynoma LLC, an indirect wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. (OTC:CKLSF), a total of 83,285 shares of common stock and 1,152.9568 shares of non-voting Series A convertible preferred stock at a 1:10,000 ratio.

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Alongside its planned acquisition of Polynoma LLC, TransCode Therapeutics ( RNAZ ) announced a $25 million strategic investment from CK Life Sciences ( CKLSF ).

CK Life Sciences’ subsidiary purchased 223.7337 shares of non-voting Series B preferred stock, convertible into common shares at a 1:10,000 ratio. The investment includes $20 million in cash and a $5 million promissory note.

The funding will primarily support the advancement of TTX-MC138, TransCode's lead microRNA-based therapeutic, into a Phase 2 clinical trial.

Both transactions are expected to close on October 8, 2025, resulting in CK Life Sciences ( CKLSF ) holding about 91% of TransCode's fully diluted equity and pre-acquisition stockholders retaining roughly 9%, including transaction fees. The combined transactions imply a fully diluted equity value of approximately $165 million.

TransCode Therapeutics ( RNAZ ) said up to $95 million in additional payments may be made to the CK Life Sciences ( CKLSF ) subsidiary based on the achievement of clinical, regulatory, and commercial milestones for seviprotimut-L.

In addition, the company's stockholders of record as of October 20, 2025, will receive a non-transferable contingent value right (CVR), entitling them to potential proceeds from future upfront, development, or regulatory milestone payments stemming from any corporate partnering deal involving TTX-MC138.

TransCode Therapeutics ( RNAZ ) had cash of $7.37 million as of June 30, 2025.

Dr.  Philippe Calais stated, “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. "

The company announced that Philippe Calais, PharmD, PhD, has been appointed Chief Executive Officer while continuing to serve as Chairman of the Board. Calais has stepped down from his roles on the Board's Audit and Compensation Committees.

Tom Fitzgerald, who had been serving as Interim CEO, will step down from that role but remain Chief Financial Officer and a member of the Board of Directors.

Price Action: RNAZ shares were trading higher by 39.44% to $17.04 at last check Wednesday.

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