TransCode Therapeutics (NASDAQ: RNAZ) warned on Nasdaq equity shortfall

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TransCode Therapeutics reported that Nasdaq has notified the company it no longer meets the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000, while the company reported $1,251,427 as of March 31, 2026.

The notification does not immediately affect trading, and TransCode has 45 days, until July 3, 2026, to submit a compliance plan. Nasdaq staff may grant up to 180 days from the deficiency letter for the company to regain compliance, but there is no assurance these efforts will succeed.

If TransCode cannot restore compliance or its plan is not accepted, Nasdaq staff could move to delist the shares, though the company could appeal to a hearings panel. The filing notes that any delisting would have a material adverse effect on the company, its operations, reputation, and share value.

Positive

None.

Negative

Nasdaq equity deficiency and delisting risk: TransCode’s stockholders’ equity of $1,251,427 is below Nasdaq’s $2,500,000 minimum, triggering a formal deficiency notice. The company faces potential delisting if it cannot regain compliance within permitted timelines, which it acknowledges would materially harm operations, reputation, and share value.

Insights

Nasdaq equity deficiency introduces real listing risk for TransCode.

Nasdaq has determined that TransCode Therapeutics no longer satisfies the minimum stockholders’ equity requirement of $2,500,000, with equity reported at $1,251,427 as of March 31, 2026. This shortfall triggers a formal compliance process but does not immediately remove the stock from the Nasdaq Capital Market.

The company has 45 days, until July 3, 2026, to file a Compliance Plan, and Nasdaq staff can allow up to 180 days from the deficiency letter to regain compliance. The filing explicitly warns that Nasdaq may reject the plan or that TransCode may not achieve sufficient equity through financing, operational results, or shareholder actions.

If compliance is not restored, Nasdaq staff would issue a delisting determination, though TransCode could request a hearing, which would temporarily stay delisting. The company states that any delisting of its common stock would have a material adverse effect on its business, reputation, and share value, underscoring the seriousness of this listing deficiency.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Nasdaq equity requirement: $2,500,000 stockholders’ equity Reported stockholders’ equity: $1,251,427 equity Compliance plan deadline: July 3, 2026 +2 more

5 metrics

Nasdaq equity requirement $2,500,000 stockholders’ equity Minimum under Nasdaq Listing Rule 5550(b)(1) for Capital Market

Reported stockholders’ equity $1,251,427 equity As reported in Form 10-Q for period ended March 31, 2026

Compliance plan deadline July 3, 2026 45 calendar days from May 19, 2026 deficiency letter to submit plan

Maximum extension period 180 calendar days From date of deficiency letter to regain equity compliance

Listing market Nasdaq Capital Market Current listing venue for TransCode common stock (symbol RNAZ)

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, Nasdaq Capital Market, deficiency letter, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity"

stockholders’ equity financial

"The Company’s Quarterly Report on Form 10-Q ... reported stockholders’ equity of $1,251,427"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Capital Market regulatory

"minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

deficiency letter regulatory

"received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market"

Compliance Plan regulatory

"45 calendar days, or until July 3, 2026, to submit a plan to regain compliance (the “Compliance Plan”)"

A compliance plan is a company's documented roadmap of rules, procedures and checks designed to ensure it follows laws, industry rules and internal policies. Think of it as an instruction manual and regular checklist that helps prevent costly mistakes, fines or business disruptions by flagging problems early and guiding corrective action. Investors watch these plans because a clear, enforced plan lowers legal and reputational risk and indicates stronger management and governance.

Understanding 8-K Material Events →

05/22/2026 - 04:15 PM

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 19, 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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 19, 2026, TransCode Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”). The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, reported stockholders’ equity of $1,251,427, which is below the Stockholders’ Equity Requirement.

This Nasdaq notification has no immediate effect on the Company’s continued listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has been provided 45 calendar days, or until July 3, 2026, to submit a plan to regain compliance (the “Compliance Plan”).

The Staff may grant an extension of 180 calendar days from the date of the deficiency letter to regain compliance with the Stockholders’ Equity Requirement. If the Staff does not accept the Compliance Plan, the Staff will provide written notification to the Company that the Compliance Plan has been rejected. At that time, the Company may appeal the Staff’s determination to a Nasdaq Hearings Panel.

Readers are cautioned that the Staff may not accept the Company’s plan to regain compliance with the Stockholders’ Equity Requirement. Further, even if the Company’s Compliance Plan is accepted, the Company may be unable to evidence compliance with the Stockholders’ Equity Requirement during any extension period that the Staff may grant, either through additional equity financings, improved operational results or shareholder actions. If the Staff does not accept the Company’s Compliance Plan or if the Company is unable to regain compliance within any extension period granted by the Staff, the Staff would be required to issue a delisting determination. The Company would at that time be entitled to request a hearing before a Nasdaq Hearings Panel to present its Compliance Plan and to request a further extension period to regain compliance. The request for a hearing would stay any delisting action by the Staff. No assurances can be given that the Company’s efforts to comply with the Stockholders’ Equity Requirement will be successful. Any delisting of the Company’s common stock from Nasdaq would have a material adverse effect on the Company, its operations and reputation, and on the value of the Company’s shares.

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.

Date: May 22, 2026	TransCode Therapeutics, Inc.

	By:	/s/ Thomas A. Fitzgerald
		Thomas A. Fitzgerald
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did TransCode Therapeutics (RNAZ) receive a Nasdaq deficiency notice?

TransCode received the notice because its reported stockholders’ equity of $1,251,427 as of March 31, 2026 fell below Nasdaq’s required minimum of $2,500,000. This violates Nasdaq Listing Rule 5550(b)(1) for continued listing on the Nasdaq Capital Market, triggering a formal compliance process.

What is Nasdaq’s minimum stockholders’ equity requirement affecting RNAZ?

Nasdaq Listing Rule 5550(b)(1) requires companies on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. TransCode’s equity, reported at $1,251,427 as of March 31, 2026, is below this threshold, leading to the deficiency letter and potential delisting risk.

How long does TransCode Therapeutics have to regain Nasdaq compliance?

TransCode has 45 calendar days, until July 3, 2026, to submit a plan to regain compliance. Nasdaq staff may then grant up to 180 calendar days from the date of the deficiency letter for the company to restore stockholders’ equity to at least $2,500,000.

Does the Nasdaq deficiency letter immediately delist TransCode Therapeutics stock?

The deficiency letter does not immediately delist TransCode’s common stock. Trading on the Nasdaq Capital Market continues while the company submits a Compliance Plan and, if granted, uses any extension period to restore equity. Delisting occurs only if compliance ultimately is not regained.

What happens if Nasdaq rejects TransCode Therapeutics’ Compliance Plan?

If Nasdaq staff rejects the Compliance Plan, they will issue a written notification and may move toward delisting. At that point, TransCode can appeal to a Nasdaq Hearings Panel. Requesting a hearing would stay any delisting action while the panel reviews the company’s plan.

How could a Nasdaq delisting affect TransCode Therapeutics and its shareholders?

The company states that any delisting of its common stock from Nasdaq would have a material adverse effect on the business. It could harm operations, damage corporate reputation, and reduce the value and liquidity of TransCode shares, directly impacting existing shareholders’ investment.

Filing Exhibits & Attachments

3 documents