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Saturday, May 11, 2024 3:03:02 PM
Dear TransCode Stockholder:
I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of TransCode Therapeutics, Inc (the “Company” or “TransCode”). The Annual Meeting will be held on June 13, 2024, at 9:30 a.m., local time, at the offices of Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210.
We intend to hold our Annual Meeting in person. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our annual meeting website at https://ir.transcodetherapeutics.com/annual-meeting for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the meeting date. To ensure that your vote is counted, we encourage you to vote your shares by proxy prior to the Annual Meeting. If you decide to change your vote or if you are a stockholder of record and decide to vote in person at the Annual Meeting, your updated vote will be the vote that is counted.
At this Annual Meeting, the agenda includes:
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election of four (4) directors, Philippe P. Calais, PharmD, PhD, Thomas A. Fitzgerald, Erik Manting, PhD, and Magda Marquet, PhD, for one-year terms until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;
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approval of an amendment to the Company’s 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 3,000,000 shares, as more fully described in this Proxy Statement (as defined below);
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ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
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approval of 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 of Directors without further approval or authorization of our stockholders;
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approval of a proposal to adjourn the Annual Meeting 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 the amendment to the Company’s 2021 Stock Option and Incentive Plan proposal and the reverse stock split proposal; and
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the transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
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This 2024 Annual Meeting Proxy Statement (the “Proxy Statement”) and enclosed proxy card are first being mailed to stockholders on or about May???, 2024.
Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders (the “Notice”) and the Proxy Statement. Stockholders of record are owners of our stock as of April 22, 2024, and are entitled to vote at our Annual Meeting and any adjournments thereof.
Recent RNAZ News
- Form SC 13G - Statement of Beneficial Ownership by Certain Investors • Edgar (US Regulatory) • 07/26/2024 08:05:13 PM
- TransCode Therapeutics, Inc. Announces Closing of Public Offering • GlobeNewswire Inc. • 07/24/2024 08:05:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 07/24/2024 01:01:23 PM
- Form 424B5 - Prospectus [Rule 424(b)(5)] • Edgar (US Regulatory) • 07/24/2024 12:18:22 PM
- TransCode Therapeutics, Inc. Announces Pricing of Public Offering • GlobeNewswire Inc. • 07/23/2024 02:30:00 AM
- Form 424B5 - Prospectus [Rule 424(b)(5)] • Edgar (US Regulatory) • 07/22/2024 08:10:38 PM
- TransCode Therapeutics, Inc. Announces Proposed Public Offering of Common Stock • GlobeNewswire Inc. • 07/22/2024 08:07:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 06/18/2024 08:16:30 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 06/18/2024 08:15:52 PM
- Form 8-K/A - Current report: [Amend] • Edgar (US Regulatory) • 06/14/2024 12:00:45 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/13/2024 09:06:11 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 06/10/2024 12:45:13 PM
- Nasdaq Determines That TransCode Therapeutics Has Regained Compliance with Continued Listing Requirements • GlobeNewswire Inc. • 06/10/2024 11:00:00 AM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 06/07/2024 08:00:52 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/07/2024 08:00:20 PM
- TransCode Therapeutics Reports Positive Data from First-in-Human Clinical Study Using Novel Lead Therapeutic Candidate, TTX-MC138 • GlobeNewswire Inc. • 05/29/2024 01:15:00 PM
- Form DEFR14A - Revised definitive proxy soliciting materials • Edgar (US Regulatory) • 05/20/2024 08:00:16 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/15/2024 09:13:10 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 05/13/2024 09:08:49 PM
- TransCode Therapeutics Open Letter to Shareholders • GlobeNewswire Inc. • 05/13/2024 12:30:00 PM
- Form PRE 14A - Other preliminary proxy statements • Edgar (US Regulatory) • 05/10/2024 08:50:25 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/10/2024 08:45:46 PM
- TransCode Therapeutics Announces FDA Clearance To Initiate Phase 1/2 Clinical Trial with TTX-MC138 in Patients with Advanced Solid Tumors • GlobeNewswire Inc. • 04/15/2024 01:00:00 PM
- TransCode Therapeutics Reports 2023 Results; Provides Business Update • GlobeNewswire Inc. • 04/03/2024 01:10:00 PM
- TransCode Therapeutics Announces Appointment of Daniel Vlock, M.D., as Chief Medical Officer • GlobeNewswire Inc. • 03/28/2024 12:30:00 PM
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