STOCK TITAN
  1. Home
  2. Sec-filings
  3. RNAZ
  4. [8-K] Transcode Therapeutics, Inc. Reports Material Event

Nasdaq review delays TransCode (NASDAQ: RNAZ) vote on preferred conversion

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

Rhea-AI Filing Summary

TransCode Therapeutics opened its 2026 annual stockholder meeting and immediately adjourned it until July 20, 2026 at 9:30 a.m. Eastern Time. The delay is for administrative reasons tied to Nasdaq Listing Rule 5110(a), which requires Nasdaq to complete and approve TransCode’s initial listing application before stockholders vote on Proposal 1.

Proposal 1 concerns approval of converting the company’s Series A and Series B Non-Voting Convertible Preferred Stock into common stock. The record date to determine who may vote remains May 28, 2026, and previously submitted votes stay valid unless changed. TransCode will continue soliciting proxies and encourages remaining stockholders of record to vote before the reconvened meeting.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Reconvened meeting date and time July 20, 2026, 9:30 a.m. Eastern Time 2026 Annual Meeting of Stockholders reconvening
Record date May 28, 2026 Stockholders entitled to vote at reconvened meeting
Nasdaq rule cited Nasdaq Listing Rule 5110(a) Requires Nasdaq approval of initial listing application before Proposal 1 vote
Proposal 1 subject Conversion of Series A and Series B Non-Voting Convertible Preferred Stock Conversion into common stock subject to stockholder approval
Proxy voting deadline encouraged July 19, 2026, 11:59 p.m. Eastern Time Company’s encouraged deadline for advance voting
Nasdaq Listing Rule 5110(a) regulatory
"Pursuant to Nasdaq Listing Rule 5110(a), Nasdaq must complete its review"
initial listing application regulatory
"Nasdaq must complete its review of, and approve, the Company’s initial listing application"
An initial listing application is a company’s formal request to a stock exchange to have its shares offered publicly for the first time. Investors care because the application starts a review of the company’s finances, governance and disclosures—like a store deciding whether to carry a new product—so approval affects when shares become tradable, how much scrutiny the company faces, and the potential liquidity and price discovery for investors.
Non-Voting Convertible Preferred Stock financial
"Approval of the conversion of Series A and Series B Non-Voting Convertible Preferred Stock into common stock"
A non-voting convertible preferred stock is a share that normally pays a fixed dividend and takes priority over common stock for payouts, but does not grant the holder the right to vote on corporate matters. It can be exchanged later for a set number of common shares, offering the potential to participate in price gains without immediate control—like holding a high-yield loan that can be turned into equity, which matters to investors weighing steady income, upside potential, and possible dilution of ownership.
definitive proxy statement regulatory
"The Company previously filed a definitive proxy statement with the SEC on June 2, 2026"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
forward-looking statements regulatory
"Any statements in this on about the future expectations, plans and prospects of the Company ... constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001829635 0001829635 2026-07-02 2026-07-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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.

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 8.01Other Events

 

On 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.

 

2

 

 

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.

 

3

 

 

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    

 

4

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did TransCode Therapeutics (RNAZ) adjourn its 2026 annual meeting?

TransCode adjourned its 2026 annual meeting to allow more time for Nasdaq to complete reviewing its initial listing application. Under Nasdaq Listing Rule 5110(a), Nasdaq must approve this application before stockholders vote on Proposal 1 regarding conversion of preferred stock into common stock.

When will TransCode Therapeutics reconvene its 2026 annual stockholder meeting?

The 2026 annual meeting will reconvene on July 20, 2026 at 9:30 a.m. Eastern Time. The company began the meeting on July 2, 2026, then adjourned it to meet Nasdaq’s listing review requirements before holding the vote on Proposal 1.

What is Proposal 1 at TransCode Therapeutics’ 2026 annual meeting?

Proposal 1 asks stockholders to approve converting Series A and Series B Non-Voting Convertible Preferred Stock into common stock. Nasdaq must complete its review and approve TransCode’s initial listing application before this conversion proposal may be formally voted on at the reconvened meeting.

Does the adjournment change the record date for TransCode Therapeutics’ 2026 meeting?

No, the record date remains May 28, 2026. Only stockholders of record at the close of business on May 28, 2026 are entitled to vote at the reconvened annual meeting on July 20, 2026, including on the preferred stock conversion proposal.

How can TransCode Therapeutics stockholders vote before the reconvened 2026 meeting?

Stockholders may vote in advance online at www.proxyvote.com or by phone at 1-800-690-6903. They can also vote during the reconvened virtual meeting at www.virtualshareholdermeeting.com/RNAZ2026, and previously submitted proxies remain valid unless a stockholder chooses to change their vote.

Have TransCode Therapeutics’ 2026 meeting proposals changed with the adjournment?

No, there are no changes to the proposals to be voted on at the reconvened meeting. The company states that preliminary voting reports show all proposals have sufficient stockholder support, but final action awaits completion of Nasdaq’s initial listing application review under Listing Rule 5110(a).

Filing Exhibits & Attachments

3 documents

Other Documents