Transcode Therapeutics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 2, 2026

June 2, 2026

To our Stockholders:

We are pleased to invite you to attend our Annual Meeting of Stockholders to be held virtually on July 2, 2026 at 9:30 a.m., Eastern Time (the “Annual Meeting”).

At the Annual Meeting, we will ask you to consider the following proposals:

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(1)

Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, of the issuance of our Common Stock, par value $0.0001 per share, (“Common Stock”) upon conversion of our Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, and our Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share;

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(2)

Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(a), of the issuance of our Common Stock upon conversion of our Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share;

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(3)

Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), of the issuance of shares of our Common Stock pursuant to the SEPA (as defined below) and Convertible Notes (as defined below);

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(4)

Election of six (6) directors, Philippe P. Calais, PharmD, PhD, Elizabeth Czerepak, Thomas A. Fitzgerald, Erik Manting, PhD, Magda Marquet, PhD and Jack E. Stover for one-year terms until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;

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(5)

Approval of an amendment to our 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 1,734,262 shares, as more fully described in this Proxy Statement (as defined below);

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(6)

Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

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(7)

Approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate; and

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(8)

The transaction of any other business that may properly come before the Annual Meeting or any adjournment thereof.

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The Board of Directors unanimously recommends that stockholders vote “FOR” each of Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5, Proposal 6, and Proposal 7. 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 Annual Meeting or any adjournment or postponement thereof.

Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders (the “Notice”) and the Proxy Statement. Stockholders of record are owners of our stock as of May 28, 2026, and are entitled to vote at our Annual Meeting and any adjournments thereof as set forth below.

The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Annual Meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RNAZ2026 shortly prior to the scheduled start of the Annual Meeting and entering the 16-digit control number found on your proxy card or voting instruction form.

Each of the proposals was approved by the Board and all except Proposal 4 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 Annual Meeting and entitled to vote on such proposals (other than the votes required to be excluded in accordance with Nasdaq rules described below). Proposal 4 requires a plurality of shares present and voting, which means that the six nominees who receive the highest number of shares voted “for” their election will be elected.

If you are a stockholder of record, you may vote over the Internet, by telephone, or by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet, or by telephone or proxy card will not affect your right to vote at the Annual Meeting if you decide to attend the Annual Meeting and wish to vote then, even if you have already cast a previous vote.

If your shares are held in “street name” ​(i.e., held on your behalf by a broker or other nominee), we are required to send the proxy materials to that broker or other nominee. The broker or other nominee is required to provide you with instructions explaining how to vote your shares. You will have the option to cast your vote by telephone or over the Internet if the voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to help ensure that your vote is received in time, please cast your vote by your choice of available means at your earliest convenience.

Only stockholders of record of our eligible shares are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments thereof. The Board has fixed the close of business on May 28, 2026 (the “Record Date”) as the record date for determining the stockholders of record entitled to notice of, and to vote at, the Annual 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,” ​(i) 83,285 shares of Common Stock that were issued prior to the Record Date to DEFJ, LLC (the “DEFJ Excluded Stock”) pursuant to that certain Membership Interest Purchase Agreement, dated as of October 8, 2025, by and between us and DEFJ, may not be voted for Proposal 1. Any votes cast “FOR” or “AGAINST” Proposal 1 attributable to any of the DEFJ Excluded Stock will be disregarded for purposes of determining whether Proposal 1 is approved and (ii) 33,334 shares of Common Stock that were issued prior to the Record Date to YA II PN, LTD (“Yorkville”) (the “Yorkville Excluded Stock”) pursuant to that certain Standby Equity Purchase Agreement, dated as of April 6, 2026, by and between us and Yorkville, may not be voted for Proposal 3. Any votes cast “FOR” or “AGAINST” Proposal 3 attributable to any of the Yorkville Excluded Stock will be disregarded for purposes of determining whether Proposal 3 is approved.

Sincerely,

/s/ Philippe P. Calais

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Philippe P. Calais

Chairman and Chief Executive Officer

Whether or not you expect to participate in the Annual Meeting, please vote immediately 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 Annual Meeting.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS.

This Proxy Statement and the proxy card are being mailed to our stockholders on or about June 2, 2026. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all the proxy materials, as well as providing access to those proxy materials on our website. This Proxy Statement is available to beneficial holders of our Common Stock and record holders of our Common Stock at https://ir.transcodetherapeutics.com/annual-meeting.