Transcode Therapeutics, Inc.

DEF 14A 1 tm2431486-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

TransCode Therapeutics, Inc.

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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6 Liberty Square, #2382

Boston, MA 02109

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on February 4, 2025

Dear Stockholders of TransCode Therapeutics, Inc.:

We are pleased to invite you to attend our Special Meeting of Stockholders to be held virtually on February 4, 2025, at 9:30 a.m. Eastern Time (the “Special Meeting”). At the Special Meeting, we will ask you to consider the following proposals:

To approve, (i) for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.0001 per share (the “Common Stock”) by TransCode Therapeutics, Inc. (the “Company”) upon exercise of the Series C (the “Series C Warrants”) and the Series D (the “Series D Warrants” and, together with the Series C Warrants, the “Warrants”) (both as defined in the Proxy Statement), (ii) a series of adjustments to the exercise price of the Warrants and an increase in the underlying Common Stock of the Warrants, (iii) an alternative cashless exercise feature in the Series D Warrants and (iv) an adjustment to the exercise price and number of Warrants upon the Shareholder Approval Date (as defined in the Proxy Statement) and possibly at other times, subject to a floor price of $2.4882 (the “Issuance Proposal” or “Proposal 1”);

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To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal (the “Adjournment Proposal” or “Proposal 2”); and

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To transact such other business as may properly come before the Special Meeting.

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The Board of Directors unanimously recommends that stockholders vote “FOR” each of Proposal 1 and Proposal 2. The Board’s reasons for seeking approval of each of the proposals are set forth in the attached Proxy Statement. The Company does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof.

The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Special Meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RNAZ2025SM shortly prior to the scheduled start of the meeting and entering the 16-digit control number found on the proxy card or voting instruction form. (You may also vote prior to the Special Meeting by following the instructions further on in this Proxy Statement.)

The Issuance Proposal was approved by the Board and requires the affirmative vote of the majority of the votes cast by the holders of our eligible shares present in person (via live webcast) or represented by proxy at the Special Meeting and entitled to vote on the proposal.

Only stockholders of record of our eligible shares are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments thereof. The Board has fixed the close of business on December 17, 2024, as the record date for determining the stockholders of record entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the holders of 173,033 Common Stock that were issued pursuant to that certain Securities Purchase Agreement, dated November 26, 2024, by and between the Company and the investors party thereto (the “Securities Purchase Agreement”) in connection with the Private Placement (as defined in the Proxy Statement) prior to the record date will not be entitled to vote such stock (the “Excluded Stock”). Any votes cast “FOR”

or “AGAINST” the proposals attributable to any of the Excluded Stock will be disregarded for purposes of determining whether the proposals are approved.

Your vote on these issues is critical. Whether or not you plan to participate in the meeting, please vote as soon as possible via the Internet, by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form so that your eligible shares will be represented at the Special Meeting. Instructions for voting are described in this Proxy Statement and on the proxy card.

Sincerely,

/s/ Thomas A Fitzgerald

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Thomas A Fitzgerald

Interim Chief Executive Officer and

Chief Financial Officer

Whether or not you expect to participate in the Special Meeting, please vote via the Internet, by phone, or by completing, dating, signing and promptly returning the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your eligible shares may be represented at the Special Meeting.