Transcode Therapeutics, Inc.

On April 24, 2026, Wheeler Bio, Inc. (“Wheeler”) filed a complaint in the Supreme Court of the State of New York, County of New York, captionedWheeler Bio, Inc. v. Polynoma LLC, et al., No. 652458/2026 against Polynoma and us (the “Wheeler Action”). The Wheeler Action asserts two causes of action: breach of contract against Polynoma and intentional interference with contractual relations against us. The claims arise out of an agreement between Wheeler and Polynoma for certain contract development and manufacturing services offered by Wheeler (the “Wheeler Agreement”). Wheeler alleges that, on October 1, 2025, Polynoma terminated a Statement of Work and a Change Order effective immediately without advance notice required by the Wheeler Agreement, and has failed to pay certain delay fees, cancellation fees, and invoices generated in connection with the Wheeler Agreement. Wheeler further alleges that we caused Polynoma to terminate the Wheeler Agreement and to refuse to pay the fees at issue. The Wheeler Action seeks various amounts for compensatory and punitive damages, restitution, pre- and post-judgment interest, and attorneys’ fees and costs involving as much as approximately $9.2 million. The Company disputes the claims in the Wheeler Action and intends to defend vigorously against this litigation. Under the Wheeler Agreement, the parties agreed that any disputes regarding Wheeler’s performance would be resolved by arbitration. The Company filed a motion to compel arbitration and to stay the litigation pending the outcome ofarbitration. On July 30, 2026, the Court entered an order compelling the dispute to arbitration and staying the litigation pending a final decision in that arbitration.