Failure to Satisfy Listing Rule Form 8 K

Nasdaq Minimum Bid Price Requirement Deficiency

On August 13, 2024, TransCode Therapeutics, Inc. (the "Company") received a letter (the "Minimum Bid Price Deficiency Letter") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market ("Nasdaq") notifying the Company that, for the 30 consecutive business day period from July 1 through August 12, 2024, the Company's common stock had not maintained a minimum closing bid price of $1.00 per share (the "Minimum Bid Price Requirement") required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq letter does not result in the immediate delisting of the Company's common stock from The Nasdaq Capital Market.

Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company effected two reverse stock splits over the prior two-year period with a cumulative ratio of more than 250 shares to one.

Accordingly, unless the Company timely requests a hearing before a Hearings Panel (the "Panel"), the Company's securities would be subject to suspension/delisting. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period if granted by the Panel following the hearing. There can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

Nasdaq Stockholder's Equity Requirement Deficiency

Separate from and in addition to the Minimum Bid Price Deficiency Letter, on August 15, 2024, the Company received a letter (the "Stockholders' Equity Requirement Deficiency Letter") from the Staff of Nasdaq notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 (the "Stockholders' Equity Requirement"). The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2024, reported stockholders' equity of $1,322,274, which is below the Stockholders' Equity Requirement for continued listing on The Nasdaq Capital Market (the "Stockholders' Equity Requirement Deficiency"). In that Quarterly Report on Form 10-Q, the Company reported that with the addition of approximately $2.4 million of net proceeds from a July 2024 equity offering, it had pro forma stockholders' equity at June 30, 2024, of approximately $3.7 million. There is no assurance that the Staff will assess our stockholders' equity on a pro forma basis. As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards for continued listing on The Nasdaq Capital Market.

The Stockholders' Equity Requirement Deficiency Letter stated that the Company's Stockholders' Equity Requirement Deficiency serves as an additional basis for delisting the Company's securities from The Nasdaq Stock Market and that at a hearing in connection with the Minimum Bid Price Requirement, the Panel will consider the Company's Stockholders' Equity Requirement Deficiency as well.

The Company has not yet requested a hearing with respect to the Minimum Bid Price Requirement. In the event that the Company regains compliance with the Minimum Bid Price Requirement prior to the Company's hearing request, the Company may request a hearing with respect to the Stockholder's Equity Requirement Deficiency no later than August 22, 2024.