{"url_path":"/sec/rnaz/8-k/2026-07-02/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-080311-index.html","accession_number":"0001104659-26-080311","cik":"0001829635","ticker":"RNAZ","issuer_name":"Transcode Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-080311-index.html","primary_entity_key":"0001829635","primary_entity_name":"Transcode Therapeutics, Inc."},"word_count":897,"has_tables":true,"body_markdown":"**Item 8.01****Other Events**\n\n \n\nOn\nJuly 2, 2026, TransCode Therapeutics, Inc. (the “Company”) commenced its\n2026 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled, and adjourned the Annual Meeting until\nJuly 20, 2026, at 9:30 a.m., Eastern Time (the “Reconvened Annual Meeting”). Based on preliminary voting reports, all of the\nproposals on the agenda for the Annual Meeting have received the necessary support from stockholders for approval. However, the Company\ndetermined that it was necessary to adjourn the Annual Meeting for certain administrative reasons related to the Nasdaq Listing Rules.\n\n \n\nPursuant to Nasdaq Listing Rule\n5110(a), Nasdaq must complete its review of, and approve, the Company’s initial listing application prior to the Company conducting\nthe stockholder meeting regarding the approval of Proposal 1 (Approval of the conversion of Series A and Series B Non-Voting Convertible\nPreferred Stock into common stock). Nasdaq has not yet completed its review of the Company’s initial listing application. The adjournment\nof the Annual Meeting is to allow additional time for Nasdaq to complete its review. While the Company believes that it currently satisfies\nthe initial listing criteria for the Nasdaq Capital Market, there can be no assurances of the outcome of Nasdaq’s review or timing\nof any approval.\n\n \n\nThe\nrecord date for determining stockholders entitled to vote at the Reconvened Annual Meeting remains the close of business on May 28, 2026.\nPrior to the Reconvened Annual Meeting, stockholders who have not voted may cast their votes by visiting www.proxyvote.com and\nfollowing the on-screen instructions, or by calling 1-800-690-6903 and following the instructions. During the Reconvened Annual Meeting,\nstockholders may cast their votes by visiting www.virtualshareholdermeeting.com/RNAZ2026. Stockholders of the Company who have previously\nsubmitted 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,\nthe Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.\n\n \n\nThe Company encourages all stockholders of record who have not yet\nvoted to do so by July 19, 2026, at 11:59 p.m., Eastern Time. Notwithstanding the foregoing, any votes properly received before the\nclose of voting at the Reconvened Annual Meeting on July 20, 2026, will be accepted.\n\n \n\n**Forward Looking Statements**\n\n \n\nAny\nstatements in this Current Report on Form 8-K about the future expectations, plans and prospects of the Company, including, without limitation,\nstatements regarding: the Company’s expectations regarding approval by Nasdaq of the Company’s initial listing application\nand other statements containing the words “anticipate,” “believe,” “continue,” “could,”\n“estimate,” “expect,” “hypothesize,” “intend,” “may,” “plan,”\n“potential,” “predict,” “project,” “should,” “target,” “would”\nand similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.\nActual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including,\nbut not limited to, those set forth under the caption “Risk Factors” in the Company’s most recent Annual Report on Form\n10-K filed with the United States Securities and Exchange Commission (the “SEC”), as supplemented by its subsequent\nQuarterly Reports on Form 10-Q, and in other filings made with the SEC. In addition, any forward-looking statements included in this Current\nReport 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\nas of any subsequent date. The Company specifically disclaims any intention to update any forward-looking statements included in this\nCurrent Report on Form 8-K unless required by law.\n\n** **\n\n**Additional Information and Where to Find It**\n\n \n\nThis document may be deemed to be solicitation material with respect\nto the Annual Meeting to be reconvened on July 20, 2026. The Company previously filed a definitive proxy statement with the SEC on June\n2, 2026. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS\nFILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE RECONVENED ANNUAL MEETING. The definitive proxy statement has\nbeen mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made to the proposals to be voted on\nby stockholders at the Reconvened Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with\nthe SEC can be obtained free of charge at the SEC’s website at www.sec.gov.\n\n \n\n2\n\n \n\n \n\n**Participants in the Solicitation**\n\n \n\nThe\nCompany and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies with\nrespect to the Reconvened Annual Meeting. Information regarding the Company’s directors and executive officers is available\nin the Company’s Definitive Proxy Statement filed with the SEC on June 2, 2026, under “Proposal 4 - Election of Directors.”\nInformation regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description\nof their direct and indirect interests, by security holdings or otherwise, are also contained in the Definitive Proxy Statement and other\nrelevant materials to be filed with the SEC when they become available.\n\n \n\n3\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n**TRANSCODE\nTHERAPEUTICS, INC.**\n\n \n \n \n\n \nBy:\n/s/\nThomas A. Fitzgerald\n\n \nName:\nThomas A. Fitzgerald\n\n \nTitle:\nChief\nFinancial Officer and Secretary\n\nJuly\n2, 2026\n \n \n\n \n\n4"}