{"url_path":"/sec/rnaz/8-k/2026-06-01/item-5-08","section_key":"item-5-08","section_title":"Item 5.08 Shareholder Director Nominations.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-068647-index.html","accession_number":"0001104659-26-068647","cik":"0001829635","ticker":"RNAZ","issuer_name":"Transcode Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-068647-index.html","primary_entity_key":"0001829635","primary_entity_name":"Transcode Therapeutics, Inc."},"word_count":546,"has_tables":true,"body_markdown":"**Item 5.08 Shareholder Director Nominations.**\n\n \n\nTransCode Therapeutics, Inc. (the “Company”)\nintends to hold its 2026 annual meeting of stockholders (the “2026 Annual Meeting”) on July 2, 2026. The Company has set the\nclose of business on May 28, 2026, as the record date for the determination of stockholders who are entitled to notice of, and to vote\nat, the 2026 Annual Meeting and any adjournments thereof. The time and location of the 2026 Annual Meeting shall be specified in the Company’s\ndefinitive proxy statement on Schedule 14A for the 2026 Annual Meeting.\n\n \n\nThe Company’s 2025 annual meeting of stockholders\n(the “2025 Annual Meeting”) was held on August 29, 2025. As the date of the 2026 Annual Meeting will have been changed by\nmore than 30 days from the one-year anniversary of the 2025 Annual Meeting, the Company is informing stockholders of this change in accordance\nwith Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is informing stockholders\nof the new dates described below for submitting stockholder proposals and other matters.\n\n \n\nPursuant to Rule 14a-8 of the Exchange Act and\nthe Company’s amended and restated bylaws (the “Bylaws”), a stockholder intending to present a proposal to be included\nin the proxy statement for the 2026 Annual Meeting must deliver the proposal in writing to the Company’s Secretary at its corporate\noffice for which the address is 6 Liberty Square, #2382, Boston, MA 02109, no later than 5:00 p.m. Eastern Time, June 11, 2026, or the\ntenth (10th) day following the date of this public announcement of the 2026 Annual Meeting date. In addition to complying with\nsuch deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2026 Annual\nMeeting must also comply with Delaware law as well as all applicable rules and regulations promulgated by the U.S. Securities and Exchange\nCommission (the “SEC”) under the Exchange Act. Any director nominations and stockholder proposals received after such deadline\nwill be considered untimely, will not be considered for inclusion in the proxy materials for the 2026 Annual Meeting, and will not be\nconsidered at the 2026 Annual Meeting.\n\n \n\nIn addition, any stockholder who wishes to make\na nomination or introduce an item of business at the 2026 Annual Meeting, other than pursuant to Rule 14a-8 under the Exchange Act, must\ndeliver proper notice in writing to the Company’s Corporate Secretary at our corporate address at 6 Liberty Square, #2382, Boston,\nMA 02109, not later than the close of business on June 11, 2026.\n\n \n\nIn addition, to comply with the SEC’s universal\nproxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide\nnotice in writing to the Company’s Corporate Secretary at our corporate address at 6 Liberty Square, #2382, Boston, MA 02109, setting\nforth the information required by Rule 14a-19 under the Exchange Act no later than the close of business on June 11, 2026.\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n**TransCode Therapeutics, Inc.**\n\n \n \n \n\nDate: June 1, 2026\nBy:\n/s/ Thomas A. Fitzgerald\n\n \n \nThomas A. Fitzgerald\n\n \n \nChief Financial Officer and Secretary"}