TransCode Therapeutics Inc (RNAZ)

[Tahoe2468]

Voting on a R/S June 13 THIS SHOULD MAKE THIS GO MOASS!!!!


This Amendment No. 1 (this “Proxy Statement”) amends and restates in its entirety the Definitive Proxy Statement on Schedule 14A of TransCode Therapeutics, Inc. (the “Company”) that was originally filed with the Securities and Exchange Commission on April 29, 2024 (the “Original Proxy Statement”). This Proxy Statement is being filed (i) to include a proposal to approve an amendment to our amended and restated certificate of incorporation, as amended (the “Charter”), to authorize our Board of Directors, or Board, if they determine that doing so is in the best interest of our shareholders, to effect a reverse stock split of our outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), with the exact ratio to be set within that range at the discretion of our Board without further approval or authorization of our stockholders and (ii) to include a proposal to adjourn the Annual Meeting (as defined below) to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of certain proposals in this Proxy Statement. Except as specifically discussed herein, this Proxy Statement does not otherwise modify or update any other disclosures presented in the Original Proxy Statement.
You should read this Proxy Statement in its entirety and in place of the Original Proxy Statement. The Company will print and distribute this Proxy Statement for consideration in lieu of the Original Proxy Statement.