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TransCode Therapeutics (RNAZ) sets July 2, 2026 annual meeting and June 11 proposal cutoff

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TransCode Therapeutics, Inc. has scheduled its 2026 annual meeting of stockholders for July 2, 2026. Stockholders of record at the close of business on May 28, 2026 will be entitled to receive notice of, and vote at, the meeting.

Because this date is more than 30 days after the one-year anniversary of the 2025 annual meeting, the company is updating deadlines for stockholder proposals and director nominations. To be included in the proxy materials or otherwise properly brought before the meeting, proposals, nominations, and universal proxy notices must be delivered in writing to the Corporate Secretary at the Boston corporate address by 5:00 p.m. Eastern Time on June 11, 2026, and must also comply with Delaware law, SEC rules, and the company’s bylaws.

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Item 5.08 Shareholder Director Nominations Governance
Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.
2026 annual meeting date July 2, 2026 Scheduled date of 2026 annual meeting of stockholders
Record date May 28, 2026 Close of business date determining who can vote at 2026 meeting
Proposal deadline June 11, 2026, 5:00 p.m. ET Cutoff for Rule 14a-8 stockholder proposals for 2026 meeting
Nomination notice deadline June 11, 2026 Deadline for other director nominations and business notices
Universal proxy notice deadline June 11, 2026 Deadline for Rule 14a-19 universal proxy solicitation notices
2025 annual meeting date August 29, 2025 Prior annual meeting date used to assess >30-day change
Rule 14a-8 regulatory
"Pursuant to Rule 14a-8 of the Exchange Act and the Company’s amended and restated bylaws"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
universal proxy rules regulatory
"In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies"
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
Rule 14a-19 regulatory
"setting forth the information required by Rule 14a-19 under the Exchange Act no later than the close of business"
Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.
record date financial
"set the close of business on May 28, 2026, as the record date for the determination of stockholders"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
amended and restated bylaws regulatory
"pursuant to Rule 14a-8 of the Exchange Act and the Company’s amended and restated bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
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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): May 29, 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.

6 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 5.08 Shareholder Director Nominations.

 

TransCode Therapeutics, Inc. (the “Company”) intends to hold its 2026 annual meeting of stockholders (the “2026 Annual Meeting”) on July 2, 2026. The Company has set the close of business on May 28, 2026, as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournments thereof. The time and location of the 2026 Annual Meeting shall be specified in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting.

 

The Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) was held on August 29, 2025. As the date of the 2026 Annual Meeting will have been changed by more than 30 days from the one-year anniversary of the 2025 Annual Meeting, the Company is informing stockholders of this change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is informing stockholders of the new dates described below for submitting stockholder proposals and other matters.

 

Pursuant to Rule 14a-8 of the Exchange Act and the Company’s amended and restated bylaws (the “Bylaws”), a stockholder intending to present a proposal to be included in the proxy statement for the 2026 Annual Meeting must deliver the proposal in writing to the Company’s Secretary at its corporate office for which the address is 6 Liberty Square, #2382, Boston, MA 02109, no later than 5:00 p.m. Eastern Time, June 11, 2026, or the tenth (10th) day following the date of this public announcement of the 2026 Annual Meeting date. In addition to complying with such deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting must also comply with Delaware law as well as all applicable rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act. Any director nominations and stockholder proposals received after such deadline will be considered untimely, will not be considered for inclusion in the proxy materials for the 2026 Annual Meeting, and will not be considered at the 2026 Annual Meeting.

 

In addition, any stockholder who wishes to make a nomination or introduce an item of business at the 2026 Annual Meeting, other than pursuant to Rule 14a-8 under the Exchange Act, must deliver proper notice in writing to the Company’s Corporate Secretary at our corporate address at 6 Liberty Square, #2382, Boston, MA 02109, not later than the close of business on June 11, 2026.

 

In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice in writing to the Company’s Corporate Secretary at our corporate address at 6 Liberty Square, #2382, Boston, MA 02109, setting forth the information required by Rule 14a-19 under the Exchange Act no later than the close of business on June 11, 2026.

 

 

 

 

SIGNATURE

 

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.
     
Date: June 1, 2026 By: /s/ Thomas A. Fitzgerald
    Thomas A. Fitzgerald
    Chief Financial Officer and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

When is TransCode Therapeutics (RNAZ) holding its 2026 annual meeting?

TransCode Therapeutics plans to hold its 2026 annual meeting of stockholders on July 2, 2026. Details on the exact time and location will appear in the company’s definitive proxy statement on Schedule 14A for the 2026 annual meeting.

What is the record date for TransCode Therapeutics (RNAZ) 2026 annual meeting?

The record date for the 2026 annual meeting is the close of business on May 28, 2026. Stockholders who hold shares on that date will be entitled to receive notice of, and vote at, the 2026 annual meeting.

What is the deadline to submit stockholder proposals for TransCode Therapeutics (RNAZ) 2026 meeting?

Stockholder proposals for inclusion in the 2026 proxy statement must be delivered in writing to the Corporate Secretary by 5:00 p.m. Eastern Time on June 11, 2026, and must comply with Rule 14a-8, Delaware law, SEC rules, and the bylaws.

How can stockholders nominate directors at TransCode Therapeutics (RNAZ) 2026 annual meeting?

To nominate directors outside Rule 14a-8, stockholders must deliver proper written notice to the Corporate Secretary at the Boston corporate address by the close of business on June 11, 2026, following the procedures in the company’s amended and restated bylaws.

What are the universal proxy notice requirements for TransCode Therapeutics (RNAZ)?

Stockholders intending to solicit proxies for their own director nominees must provide written notice under Rule 14a-19 to the Corporate Secretary by the close of business on June 11, 2026, including all information that Rule 14a-19 under the Exchange Act requires.

Why did TransCode Therapeutics (RNAZ) update its proposal deadlines for 2026?

The 2026 annual meeting date of July 2, 2026 falls more than 30 days after the one-year anniversary of the August 29, 2025 annual meeting. This change triggers updated notice and proposal deadlines under Rule 14a-5(f) of the Exchange Act.

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