Failure to Satisfy Listing Rule (Form 8-K)

On May 19, 2026, TransCode Therapeutics, Inc. (the "Company") received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("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 March 31, 2026, reported stockholders' equity of $1,251,427, which is below the Stockholders' Equity Requirement.

This Nasdaq notification has no immediate effect on the Company's continued listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has been provided 45 calendar days, or until July 3, 2026, to submit a plan to regain compliance (the "Compliance Plan").

The Staff may grant an extension of 180 calendar days from the date of the deficiency letter to regain compliance with the Stockholders' Equity Requirement. If the Staff does not accept the Compliance Plan, the Staff will provide written notification to the Company that the Compliance Plan has been rejected. At that time, the Company may appeal the Staff's determination to a Nasdaq Hearings Panel.

Readers are cautioned that the Staff may not accept the Company's plan to regain compliance with the Stockholders' Equity Requirement. Further, even if the Company's Compliance Plan is accepted, the Company may be unable to evidence compliance with the Stockholders' Equity Requirement during any extension period that the Staff may grant, either through additional equity financings, improved operational results or shareholder actions. If the Staff does not accept the Company's Compliance Plan or if the Company is unable to regain compliance within any extension period granted by the Staff, the Staff would be required to issue a delisting determination. The Company would at that time be entitled to request a hearing before a Nasdaq Hearings Panel to present its Compliance Plan and to request a further extension period to regain compliance. The request for a hearing would stay any delisting action by the Staff. No assurances can be given that the Company's efforts to comply with the Stockholders' Equity Requirement will be successful. Any delisting of the Company's common stock from Nasdaq would have a material adverse effect on the Company, its operations and reputation, and on the value of the Company's shares.