TransCode Therapeutics Reports 2026 Annual Meeting Results

What Happened

• TransCode Therapeutics, Inc. (RNAZ) held its 2026 Annual Meeting of Stockholders on July 20, 2026. Holders of 495,162 shares (52.1% of voting power as of the May 28, 2026 record date) were present in person or by proxy, constituting a quorum.
• Stockholders approved multiple proposals including: conversion/issuance of Common Stock upon conversion of Series A, B and C non‑voting convertible preferred shares; issuance of Common Stock under a Standby Equity Purchase Agreement (SEPA) and related convertible notes; election of six directors; an increase of 1,734,262 shares to the 2021 Stock Option and Incentive Plan; and ratification of WithumSmith+Brown, PC as the independent auditor. Nasdaq has approved the Company’s initial listing application under Rules 5110 and 5635(b) in connection with the approvals for Proposal 1 and Proposal 2.

Key Details

• Meeting quorum and record date: 495,162 shares present, representing 52.1% of voting power (record date May 28, 2026).
• Proposal 1 (Series A & B conversions): For 143,162; Against 11,518; Abstain 742; Broker Non‑Votes 256,450.
• Proposal 2 (Series C conversion): For 140,517; Against 14,216; Abstain 689; Broker Non‑Votes 256,450.
• Proposal 3 (SEPA and Convertible Notes issuance): For 108,292; Against 14,170; Abstain 32,960; Broker Non‑Votes 256,450.
• Director elections: Philippe P. Calais, Elizabeth Czerepak, Thomas A. Fitzgerald, Erik Manting, Magda Marquet and Jack E. Stover were each elected (For votes ranged ~149,321–149,628; Withhold votes ~5,794–6,101; Broker Non‑Votes 256,450).
• 2021 Stock Option & Incentive Plan amendment (increase by 1,734,262 shares): For 124,643; Against 30,449; Abstain 330; Broker Non‑Votes 256,450.
• Auditor ratification: WithumSmith+Brown, PC ratified — For 393,497; Against 18,172; Abstain 203.
• Adjournment approval was also obtained but not used because sufficient votes were received.

Why It Matters

• The approved conversions of Series A, B and C preferred shares and the SEPA/convertible notes authorizations clear the way for issuance of additional Common Stock, which can dilute existing holders when conversions or issuances occur — a material corporate action investors should monitor.
• Nasdaq’s approval of the Company’s initial listing application (Rules 5110 and 5635(b)) is a key regulatory step related to those conversions and potential listing requirements.
• The stock‑plan increase provides the company more shares for employee and director compensation, which can affect share count over time. Board continuity was maintained with the election of all six nominees, and the auditor appointment was ratified.