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Share-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Compensation

Share-Based Compensation

(11) Share-Based Compensation

In April 2020, the Board approved the TransCode Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”) providing for the issuance of options or other awards to purchase up to approximately 5 shares of the Company’s common stock. The Board determined not to make any further awards under the 2020 Plan following the closing of the IPO. In March 2021, the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was approved by the Company’s Board and stockholders and became effective upon the effectiveness of the IPO. The 2021 Plan initially provided for the issuance of options or other awards to purchase up to approximately 7 shares of the Company’s common stock. The number of options or other awards available under the 2021 Plan increased approximately 1 shares in January 2022, approximately 1 shares in January 2023, approximately 34 shares in January 2024, approximately 3,247 shares in June 2024, and approximately 1,838 shares in January 2025.

Both Plans provide for grants of equity in the form of stock awards, stock options and other instruments to employees, members of the Board, officers and consultants of and advisors to the Company. The Plans are administered by the Board or, at the discretion of the Board, by a committee of the Board. The amount and terms of grants are determined by the Board. The terms of options granted under the Plans generally are for ten (10) years after date of grant and are exercisable in cash or as otherwise determined by the Board. The vesting period for equity-based awards is determined at the discretion of the Board and is generally two to four years. If stock options granted under the 2021 Plan terminate, expire, or are surrendered or cancelled, the shares subject to such grants will again be available under the 2021 Plan.

The exercise price for incentive stock options is determined at the discretion of the Board but for grants to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price less than 100% of the fair market value of the Common Stock on the grant date (110% for grants to any person possessing more than 10% of the total combined voting power of all classes of stock). The option term for incentive stock option awards may not be greater than ten years from the date of the grant (five years for grants to any person possessing more than 10% of the total combined voting power of all classes of stock).

Of options awarded under the 2021 Plan, approximately 2,029 were outstanding at June 30, 2025.

At June 30, 2025, there were approximately 10 options outstanding under the 2020 Plan that were vested and exercisable and approximately 2,015 options outstanding under the 2021 Plan that were vested and exercisable. Information about options to purchase common stock of the Company under both Plans is as follows:


				Weighted
				average			Weighted
				exercise			average
		Number of		price			contractual
		shares		per share			term (years)
Outstanding at December 31, 2023		85		$	387,691.92		3.7
Granted		2,100			1,108.80		9.2
Exercised		—			—		—
Forfeited		(83)			13,365.75		—
Outstanding at December 31, 2024		2,102			2,206.40		9.4
Granted		—			—		—
Exercised		—			—		—
Forfeited		(63)			79,207.64		—
Outstanding at June 30, 2025		2,039		$	14,404.41		8.8

The intrinsic value of the outstanding options as of June 30, 2025, was $0.

Option Valuation

No options were granted in the six months ended June 30, 2025. The assumptions that the Company used to determine the grant-date fair value of options granted in the year ended December 31, 2024, were as follows:


		Year Ended
		December 31, 2024
Risk-free interest rate		4.44%
Expected term (in years)		6.0
Expected volatility		128.8%
Expected dividend yield		—
Fair value per share of underlying stock		$29.68 - $30.24

The weighted average grant date fair value per share of the options granted in the year ended December 31, 2024, was $1,108.77.

The Company recorded share-based compensation expense of $131,510 and $289,239 during the three and six months ended June 30, 2025, respectively, and $1,143,595 and $1,326,747 during the three and six months ended June 30, 2024, respectively, all of which related to stock options. The remaining share-based compensation expense to be recognized in the future is $283,614 over approximately 0.6 years.