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BCS

Current Report · Items 8.01 · 8-K

TransCode Therapeutics, Inc.

RNAZNASDAQEQUITYCurrent

Other Events

Item 8.01 Other Events On July 2, 2026, TransCode Therapeutics, Inc. (the “Company”) commenced its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled, and adjourned the Annual Meeting until July 20, 2026, at 9:30 a.m., Eastern Time (the “Reconvened Annual Meeting”).…

Filed Jul 2, 2026Accepted Jul 2, 2026, 4:05 PM EDTCIK 1829635Accession 0001104659-26-080311
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Company context

TransCode is a clinical-stage company pioneering immuno-oncology and RNA therapeutics for treatment of high risk and advanced cancers We possess a diversified pipeline of therapeutic candidates, including two clinical stage assets, TTX-MC138, an antisense inhibitor of an oncogenic microRNA and Seviprotimut-L, a cancer vaccine. We also possess an oncolytic immunotherapy platform and three TTX-based pre-clinical stage assets.

Current securities

Recent company filings

  1. Other EventsOct 28, 2026
  2. Entry into a Material Definitive Agreement · Triggering Events That Accelerate or Increase a Direct Financial ObligationOct 1, 2026
  3. Other EventsSep 28, 2026
  4. 3 filingSep 21, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 11, 2026

Registered securities in this filing

TRANSCODE THERAPEUTICS, INC. · 8-K · Filed 2026-07-02

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.0001 per share

Symbol
RNAZ
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-07-02

Dimensions: Not supplied

Accession 000110465926080311 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events On July 2, 2026, TransCode Therapeutics, Inc. (the “Company”) commenced its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled, and adjourned the Annual Meeting until July 20, 2026, at 9:30 a.m., Eastern Time (the “Reconvened Annual Meeting”). Based on preliminary voting reports, all of the proposals on the agenda for the Annual Meeting have received the necessary support from stockholders for approval. However, the Company determined that it was necessary to adjourn the Annual Meeting for certain administrative reasons related to the Nasdaq Listing Rules. Pursuant to Nasdaq Listing Rule 5110(a), Nasdaq must complete its review of, and approve, the Company’s initial listing application prior to the Company conducting the stockholder meeting regarding the approval of Proposal 1 (Approval of the conversion of Series A and Series B Non-Voting Convertible Preferred Stock into common stock). Nasdaq has not yet completed its review of the Company’s initial listing application. The adjournment of the Annual Meeting is to allow additional time for Nasdaq to complete its review. While the Company believes that it currently satisfies the initial listing criteria for the Nasdaq Capital Market, there can be no assurances of the outcome of Nasdaq’s review or timing of any approval. The record date for determining stockholders entitled to vote at the Reconvened Annual Meeting remains the close of business on May 28, 2026. Prior to the Reconvened Annual Meeting, stockholders who have not voted may cast their votes by visiting www.proxyvote.com and following the on-screen instructions, or by calling 1-800-690-6903 and following the instructions. During the Reconvened Annual Meeting, stockholders may cast their votes by visiting www.virtualshareholdermeeting.com/RNAZ2026. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not wish to change their vote need not take any action. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting. The Company encourages all stockholders of record who have not yet voted to do so by July 19, 2026, at 11:59 p.m., Eastern Time. Notwithstanding the foregoing, any votes properly received before the close of voting at the Reconvened Annual Meeting on July 20, 2026, will be accepted. Forward Looking Statements Any statements in this Current Report on Form 8-K about the future expectations, plans and prospects of the Company, including, without limitation, statements regarding: the Company’s expectations regarding approval by Nasdaq of the Company’s initial listing application and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hypothesize,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including, but not limited to, those set forth under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”), as supplemented by its subsequent Quarterly Reports on Form 10-Q, and in other filings made with the SEC. In addition, any forward-looking statements included in this Current Report on Form 8-K represent the Company’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. The Company specifically disclaims any intention to update any forward-looking statements included in this Current Report on Form 8-K unless required by law. Additional Information and Where to Find It This document may be deemed to be solicitation material with respect to the Annual Meeting to be reconvened on July 20, 2026. The Company previously filed a definitive proxy statement with the SEC on June 2, 2026. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE RECONVENED ANNUAL MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made to the proposals to be voted on by stockholders at the Reconvened Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov. Participants in the Solicitation The Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies with respect to the Reconvened Annual Meeting. Information regarding the Company’s directors and executive officers is available in the Company’s Definitive Proxy Statement filed with the SEC on June 2, 2026, under “Proposal 4 - Election of Directors.” Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are also contained in the Definitive Proxy Statement and other relevant materials to be filed with the SEC when they become available.

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