Form 8-K

8-K — Transcode Therapeutics, Inc.

Accession: 0001104659-26-080311

Filed: 2026-07-02

Period: 2026-07-02

CIK: 0001829635

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): July 2, 2026

TRANSCODE

THERAPEUTICS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-40363

81-1065054

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

TransCode

Therapeutics, Inc.

Liberty Square, #2382

Boston, Massachusetts

02109

(Address

of principal executive offices, including zip code)

(857)

837-3099

(Registrant’s

telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class

Trading symbol(s)

Name of each exchange on which

registered

Common

Stock, par value $0.0001 per share

RNAZ

The Nasdaq

Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

July 2, 2026, TransCode Therapeutics, Inc. (the “Company”) commenced its

2026 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled, and adjourned the Annual Meeting until

July 20, 2026, at 9:30 a.m., Eastern Time (the “Reconvened Annual Meeting”). Based on preliminary voting reports, all of the

proposals on the agenda for the Annual Meeting have received the necessary support from stockholders for approval. However, the Company

determined that it was necessary to adjourn the Annual Meeting for certain administrative reasons related to the Nasdaq Listing Rules.

Pursuant to Nasdaq Listing Rule

5110(a), Nasdaq must complete its review of, and approve, the Company’s initial listing application prior to the Company conducting

the stockholder meeting regarding the approval of Proposal 1 (Approval of the conversion of Series A and Series B Non-Voting Convertible

Preferred Stock into common stock). Nasdaq has not yet completed its review of the Company’s initial listing application. The adjournment

of the Annual Meeting is to allow additional time for Nasdaq to complete its review. While the Company believes that it currently satisfies

the initial listing criteria for the Nasdaq Capital Market, there can be no assurances of the outcome of Nasdaq’s review or timing

of any approval.

The

record date for determining stockholders entitled to vote at the Reconvened Annual Meeting remains the close of business on May 28, 2026.

Prior to the Reconvened Annual Meeting, stockholders who have not voted may cast their votes by visiting www.proxyvote.com and

following the on-screen instructions, or by calling 1-800-690-6903 and following the instructions. During the Reconvened Annual Meeting,

stockholders may cast their votes by visiting www.virtualshareholdermeeting.com/RNAZ2026. Stockholders of the Company who have previously

submitted 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,

the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.

The Company encourages all stockholders of record who have not yet

voted to do so by July 19, 2026, at 11:59 p.m., Eastern Time. Notwithstanding the foregoing, any votes properly received before the

close of voting at the Reconvened Annual Meeting on July 20, 2026, will be accepted.

Forward Looking Statements

Any

statements in this Current Report on Form 8-K about the future expectations, plans and prospects of the Company, including, without limitation,

statements regarding: the Company’s expectations regarding approval by Nasdaq of the Company’s initial listing application

and other statements containing the words “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “hypothesize,” “intend,” “may,” “plan,”

“potential,” “predict,” “project,” “should,” “target,” “would”

and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.

Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including,

but not limited to, those set forth under the caption “Risk Factors” in the Company’s most recent Annual Report on Form

10-K filed with the United States Securities and Exchange Commission (the “SEC”), as supplemented by its subsequent

Quarterly Reports on Form 10-Q, and in other filings made with the SEC. In addition, any forward-looking statements included in this Current

Report 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

as of any subsequent date. The Company specifically disclaims any intention to update any forward-looking statements included in this

Current Report on Form 8-K unless required by law.

Additional Information and Where to Find It

This document may be deemed to be solicitation material with respect

to the Annual Meeting to be reconvened on July 20, 2026. The Company previously filed a definitive proxy statement with the SEC on June

2, 2026. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS

FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE RECONVENED ANNUAL MEETING. The definitive proxy statement has

been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made to the proposals to be voted on

by stockholders at the Reconvened Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with

the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.

Participants in the Solicitation

The

Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies with

respect to the Reconvened Annual Meeting. Information regarding the Company’s directors and executive officers is available

in the Company’s Definitive Proxy Statement filed with the SEC on June 2, 2026, under “Proposal 4 - Election of Directors.”

Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description

of their direct and indirect interests, by security holdings or otherwise, are also contained in the Definitive Proxy Statement and other

relevant materials to be filed with the SEC when they become available.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSCODE

THERAPEUTICS, INC.

By:

/s/

Thomas A. Fitzgerald

Name:

Thomas A. Fitzgerald

Title:

Chief

Financial Officer and Secretary

July

2, 2026

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