Transcode Therapeutics, Inc. 8-K

What Happened

• Transcode Therapeutics announced it commenced its 2026 Annual Meeting but adjourned the meeting until July 20, 2026 at 9:30 a.m. ET to allow Nasdaq additional time to complete its review of the company’s initial listing application. The company reported that, based on preliminary voting, all proposals have received the necessary support, but Nasdaq Listing Rule 5110(a) requires Nasdaq to complete its review before the stockholder vote on Proposal 1 (conversion of Series A and Series B Non‑Voting Convertible Preferred Stock into common stock) can be finalized.

Key Details

• Reconvened Annual Meeting date/time: July 20, 2026 at 9:30 a.m. Eastern Time.
• Record date for voting: close of business on May 28, 2026.
• Voting deadlines: company urges stockholders who haven’t voted to do so by July 19, 2026 at 11:59 p.m. ET; any votes received before the close of voting at the Reconvened Meeting on July 20 will be accepted.
• Proxy and voting options: www.proxyvote.com, phone 1-800-690-6903, or during the meeting at www.virtualshareholdermeeting.com/RNAZ2026.
• Proposal affected: Proposal 1 — conversion of Series A and Series B Non‑Voting Convertible Preferred Stock into common stock (requires Nasdaq review/approval).

Why It Matters

• For investors, the adjournment delays final shareholder approval of the preferred‑stock conversions until Nasdaq completes its initial listing review. While the company says it currently believes it meets Nasdaq Capital Market criteria and preliminary votes support the proposals, there is no assurance of Nasdaq’s timing or outcome. Stockholders who haven’t voted should consider submitting proxies before the stated deadlines. The filing also reiterates standard forward‑looking statement cautions and points investors to the definitive proxy statement filed June 2, 2026 for more information.