Transcode Therapeutics Files Definitive Proxy Statement

TL;DR

Transcode Proxy Statement is IN. Vote your shares!

AI Summary

Transcode Therapeutics, Inc. filed its definitive proxy statement (DEF 14A) on December 30, 2024, for its annual meeting of stockholders. The filing outlines the company's governance, executive compensation, and proposals to be voted on by shareholders, including the election of directors and ratification of its independent registered public accounting firm.

Why It Matters

This filing provides crucial information for shareholders to make informed voting decisions on company leadership and important corporate matters.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing, which is standard for public companies and does not inherently introduce new risks.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• 0001104659-24-132544 (filing_id) — Accession Number
• 20241230 (date) — Filing Date
• 20250204 (date) — Period of Report

FAQ

Key Financial Figures

• $0.0001 — ce of shares of common stock, par value $0.0001 per share (the "Common Stock") by Trans
• $2.4882 — ther times, subject to a floor price of $2.4882 (the "Issuance Proposal" or "Proposal 1
• $20,000 — f. We expect to pay Saratoga a fee of $20,000 in the aggregate, plus reasonable out-o
• $12 — re and accompanying Common Warrants was $12.441, and the price for each Pre-Funded
• $12.4377 — nt and accompanying Common Warrants was $12.4377 (the "Offering Price"). The Pre-Funde
• $0.0033 — nded Warrants have an exercise price of $0.0033 per share, are exercisable immediately
• $15.675 — an initial exercise price per share of $15.675 and will be exercisable beginning on th

Filing Documents

• tm2431486-2_def14a.htm (DEF 14A) — 164KB
• lg_transcodetheraptm-4c.jpg (GRAPHIC) — 10KB
• px_24transcodepxy01pg01-bw.jpg (GRAPHIC) — 253KB
• px_24transcodepxy01pg02-bw.jpg (GRAPHIC) — 223KB
• 0001104659-24-132544.txt ( ) — 776KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14 WHERE YOU CAN FIND ADDITIONAL INFORMATION 16 i TABLE OF CONTENTS TRANSCODE THERAPEUTICS, INC. PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS To Be Held at 9:30 a.m. Eastern Time on February 4, 2025 This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the " Board " or " Board of Directors ") for use at the special meeting of stockholders of TransCode Therapeutics, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the " Special Meeting "). The Special Meeting will be held virtually on February 4, 2025, at 9:30 a.m. Eastern Time. References in this Proxy Statement to "we," "us," "our," the "Company" or "TransCode" refer to TransCode Therapeutics, Inc. In addition, unless the context otherwise requires, references to "stockholders" are to the holders of our common stock, par value $0.0001 per share, (" Common Stock "). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters for which we are soliciting proxies. Please read it carefully. The Special Meeting can be accessed via the internet at www.virtualshareholdermeeting.com/RNAZ2025SM where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Special Meeting, this Proxy Statement and the form of proxy are first being mailed on or about December 30, 2024, to all stockholders entitled to vote at the Special Meeting. 1 TABLE OF CONTENTS THE INFORMATION PROVIDED IN THE "QUESTION AND ANSWER" FORMAT BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING What items will be voted on at the Special Meeting?

View Full Filing

View this DEF 14A filing on SEC EDGAR