0001104659-21-090404.txt : 20210708 0001104659-21-090404.hdr.sgml : 20210708 20210708215354 ACCESSION NUMBER: 0001104659-21-090404 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210708 FILED AS OF DATE: 20210708 DATE AS OF CHANGE: 20210708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fitzgerald Thomas A CENTRAL INDEX KEY: 0001854168 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40363 FILM NUMBER: 211081543 MAIL ADDRESS: STREET 1: C/O TRANSCODE THERAPEUTICS, INC. STREET 2: 6 LIBERTY SQUARE, #2382 CITY: BOSTON STATE: MA ZIP: 02109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Transcode Therapeutics, Inc. CENTRAL INDEX KEY: 0001829635 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 811065054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6 LIBERTY SQUARE STREET 2: #2382 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 857-301-6857 MAIL ADDRESS: STREET 1: 6 LIBERTY SQUARE STREET 2: #2382 CITY: BOSTON STATE: MA ZIP: 02109 3 1 tm2112802d9_form3.xml FORM 3 X0206 3 2021-07-08 0 0001829635 Transcode Therapeutics, Inc. RNAZ 0001854168 Fitzgerald Thomas A C/O TRANSCODE THERAPEUTICS, INC. 6 LIBERTY SQUARE, #2382 BOSTON MA 02109 1 1 0 0 VP, Chief Financial Officer Common Stock 127377 D Stock Option (Right to Buy) 0.082 2030-06-18 Common Stock 242622 D Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the January 1, 2020, (the "Vesting Commencement Date"). Thereafter, the remaining sixty-seven percent (67%) of the Stock Options shall vest and become exercisable in 24 equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Company on each vesting date. Exhibit 24: Power of Attorney /s/ Thomas A. Fitzgerald, Attorney-in-Fact 2021-07-08 EX-24 2 tm2112802d9_ex24.htm EXHIBIT 24

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Robert Michael Dudley with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of April 20, 2021.

	/s/ Thomas A. Fitzgerald
	Signature


	Thomas A. Fitzgerald
	Print Name