TransCode acquires ABCJ from CK Life Sciences unit; raises $25M in concurrent investment

Transcode Therapeutics, Inc.

Acquired 100% of ABCJ from DEFJ (CK Life Sciences sub) for 83,285 common and 1,152.9568 Series A Preferred shares.
Concurrent investment: DEFJ buys 223.7337 Series B Preferred at $111,740/share, raising ~$25M ($20M cash + $5M promissory note at 4% due Jan 2026).
Up to $95M in contingent milestone payments to DEFJ upon achievement of certain milestones.
Each common shareholder receives one CVR, entitling holder to 50% of net proceeds from upfront/milestone payments over 7 years.
Stockholder meeting needed to approve conversion of Series A Preferred and change of control under Nasdaq rules.

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