Proxy Results Form 8 K

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to the stockholders of TransCode Therapeutics, Inc., (the "Company") at a Special Meeting of Stockholders held on November 22, 2024 (the "Special Meeting"):

(i) Ratification of the Company's issuance and sale of securities pursuant a placement agency agreement with ThinkEquity LLC ("Think") pursuant to which the Company agreed to sell, in a best efforts public offering, an aggregate of 10,000,000 shares (the "Shares") of Common Stock and issue to Think warrants to purchase 500,000 shares of Common Stock (the "Ratification Proposal");

(ii) The approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding shares of Common Stock, par value $0.0001 per share (the "Common Stock"), by a ratio of any whole number between 1-for-10 and 1-for-40, the implementation and timing of which shall be subject to the discretion of the Board of Directors (the "Reverse Stock Split Proposal"); and

(iii) The approval of an adjournment of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the preceding Reverse Stock Split Proposal or Ratification Proposal (the "Adjournment Proposal").

The proposals are described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on October 28, 2024.

The number of shares of Common Stock entitled to vote at the Special Meeting was 17,265,658. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 9,480,060. All matters submitted to a vote of the Company's stockholders at the Special Meeting were approved.

The number of votes cast for, against and the number of abstentions and broker non-votes with respect to each proposal are set forth below:

(i) Stockholders approved the Ratification Proposal. The results of the voting included 3,659,491 votes for, 1,094,753 votes against and 70,611 votes abstained. There were 4,655,205 broker non-votes regarding this proposal.

(ii) Stockholders approved the Reverse Stock Split Proposal. The results of the voting included 7,271,421 votes for, 2,012,687 votes against and 195,952 votes abstained. There were no broker non-votes regarding this proposal.

(iii) Stockholders approved the Adjournment Proposal. The results of the voting included 7,738,700 votes for, 1,524,796 votes against and 216,564 votes abstained. There were no broker non-votes regarding this proposal. No motion was made to approve an adjournment to the Special Meeting following approval of the Adjournment Proposal because sufficient votes were cast at the Special Meeting to approve the Reverse Stock Split Proposal and the Ratification Proposal.

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