Exhibit 10.8


 


TRANSCODE
THERAPEUTICS, INC. 


2021 EMPLOYEE
STOCK PURCHASE PLAN


 


The purpose of the
TransCode Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of
TransCode Therapeutics, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with
opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
150,000 shares of Common Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2022
and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Common Stock
reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 90,000 shares of Common
Stock, (ii) 1 percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31,
or (iii) such number of shares of Common Stock as determined by the Administrator (as defined in Section 1).


 


The Plan includes two
components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the
 “Non-423 Component”). It is intended for the 423 Component to constitute an “employee stock purchase plan”
within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the
423 Component shall be interpreted in accordance with that intent. Under the Non-423 Component, which does not qualify as an “employee
stock purchase plan” within the meaning of Section 423(b) of the Code, options will be granted pursuant to rules,
procedures or sub-plans adopted by the Administrator designed to comply with applicable laws or achieve tax and other objectives.
Except as otherwise provided herein or by the Administrator, the Non-423 Component will operate and be administered in the same
manner as the 423 Component.


 






    


     


    

 


Unless otherwise defined
herein, capitalized terms in this Plan shall have the meaning ascribed to them in Section 11.


 


1.            Administration.
The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’s Board
of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter
and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall
deem advisable; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable
for the administration of the Plan, including to accommodate the specific requirements of applicable laws, regulations and procedures
in jurisdictions outside the United States; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise
supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons,
including the Company and the Participants. No member of the Board or individual exercising administrative authority with respect
to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.


 


2.            Offerings.
The Company may make one or more offerings to eligible employees to purchase Common Stock under the Plan (“Offerings”).
The initial Offering will begin and end on dates to be determined by the Administrator (the “Initial Offering”). Thereafter,
unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each January 1st
and July 1st and will end on the last business day occurring on or before the following June 30th and December 31st,
respectively. The Administrator may, in its discretion, designate a different period for any Offering, provided that no Offering
shall exceed 27 months in duration or overlap with any other Offering.


 






    2


     


    

 


3.            Eligibility.
Except as otherwise determined by the Administrator in advance of an Offering, all individuals classified as employees on the payroll
records of the Company and each Designated Company are eligible to participate in any one or more of the Offerings under the Plan.
The Administrator may further determine, in advance of an Offering, that employees are eligible only if, as of the first day of
the applicable Offering (the “Offering Date”), they are customarily employed by the Company or a Designated Company
for more than 20 hours a week, provided, however, that employees who are employed for 20 hours or less a week may be eligible to
participate in the Plan if required by applicable law or regulations. Notwithstanding any other provision herein, individuals who
are not contemporaneously classified as employees of the Company or a Designated Company for purposes of the Company’s or
applicable Designated Company’s payroll system are not considered to be eligible employees of the Company or any Designated
Company and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of
the Company or a Designated Company for any purpose, including, without limitation, common law or statutory employees, by any action
of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative
proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation. Notwithstanding
the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated
Company on the Company’s or Designated Company’s payroll system to become eligible to participate in this Plan is through
an amendment to this Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein.


 






    3


     


    

 


4.            Participation.


 


(a)            An
eligible employee who is not a Participant in any prior Offering may participate in a subsequent Offering by submitting an enrollment
form to the Company or an agent designated by the Company (in the manner described in Section 4(c)) at least 15 business days
before the Offering Date (or by such other deadline as shall be established by the Administrator for the Offering).


 


(b)            Enrollment.
The enrollment form (which may be in an electronic format or such other method as determined by the Company in accordance with
the Company’s practices) will (a) state a whole percentage to be deducted from an eligible employee’s Compensation
(as defined in Section 11) per pay period, (b) authorize the purchase of Common Stock in each Offering in accordance
with the terms of the Plan and (c) specify the exact name or names in which shares of Common Stock purchased for such individual
are to be issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures will be deemed
to have waived the right to participate. Unless a Participant files a new enrollment form or withdraws from the Plan, such Participant’s
deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided he or she remains
eligible.


 


(c)            Notwithstanding
the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.


 


5.            Employee
Contributions. Each eligible employee may authorize payroll deductions at a minimum of 1 percent up to a maximum of 15 percent
of such employee’s Compensation for each pay period or such other maximum as may be specified by the Administrator in advance
of an Offering. The Company will maintain book accounts showing the amount of payroll deductions made by each Participant for each
Offering. No interest will accrue or be paid on payroll deductions, except as may be required by applicable law. If payroll deductions
for purposes of the Plan are prohibited or otherwise problematic under applicable law (as determined by the Administrator in its
discretion), the Administrator may require Participants to contribute to the Plan by such other means as determined by the Administrator.
Any reference to “payroll deductions” in this Section 5 (or in any other section of the Plan) will similarly cover
contributions by other means made pursuant to this Section 5.


 






    4


     


    

 


6.            Deduction
Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or decrease
such Participant’s payroll deduction during any Offering, but may increase or decrease such Participant’s payroll deduction
with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15 business
days before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The
Administrator may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or terminate
such Participant’s payroll deduction during an Offering.


 


7.            Withdrawal.
A Participant may withdraw from participation in the Plan by delivering a written notice of withdrawal to the Company or an agent
designated by the Company (in accordance with such procedures and such timing as may be established by the Administrator). The
Participant’s withdrawal will be effective as of the next business day. Following a Participant’s withdrawal, the Company
will promptly refund such individual’s entire account balance under the Plan to him or her (after payment for any Common
Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. Such an employee may not begin
participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.


 






    5


     


    

 


8.            Grant
of Options. On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Plan an
option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price
(as defined herein), the lowest of (a) a number of shares of Common Stock determined by dividing such Participant’s
accumulated payroll deductions on such Exercise Date by the Option Price (as defined herein), (b) 5,000 shares; or (c) such
other lesser maximum number of shares as shall have been established by the Administrator in advance of the Offering; provided,
however, that such Option shall be subject to the limitations set forth below. Each Participant’s Option shall be exercisable
only to the extent of such Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each
share purchased under each Option (the “Option Price”) will be 85 percent of the Fair Market Value of the Common Stock
on the Offering Date or the Exercise Date, whichever is less.


 


Notwithstanding the
foregoing, no Participant may be granted an Option hereunder if such Participant, immediately after the Option was granted, would
be treated as owning stock possessing 5 percent or more of the total combined voting power or value of all classes of stock
of the Company or any Parent or Subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of a Participant, and all stock which the Participant has a contractual
right to purchase shall be treated as stock owned by the Participant. In addition, no Participant may be granted an Option which
permits such Participant rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and
its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on the
option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation
in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options into account
in the order in which they were granted.


 






    6


     


    

 


9.            Exercise
of Option and Purchase of Shares. Each employee who continues to be a Participant in the Plan on the Exercise Date shall be
deemed to have exercised such Participant’s Option on such date and shall acquire from the Company such number of whole shares
of Common Stock reserved for the purpose of the Plan as such Participant’s accumulated payroll deductions on such date will
purchase at the Option Price, subject to any other limitations contained in the Plan. Unless otherwise determined by the Administrator
in advance of an Offering, any amount remaining in a Participant’s account at the end of an Offering solely by reason of
the inability to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in a Participant’s
account at the end of an Offering will be refunded to the Participant promptly.


 


10.          Issuance
of Certificates. Certificates or book-entries at the Company’s transfer agent representing shares of Common Stock purchased
under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint
tenants with rights of survivorship, or in the name of a broker authorized by the employee to be his, her or their, nominee for
such purpose.


 


11.          Definitions.


 


The term “Affiliate”
means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under the common
control with the Company.


 


The term “Compensation”
means the regular or basic rate of compensation. The Administrator shall have the discretion to determine the application of this
definition to Participants outside the United States.


 






    7


     


    

 


The term “Designated
Company” means any present or future Subsidiary that has been designated by the Administrator to participate in the Plan.
The Administrator may so designate any Subsidiary or Affiliate, or revoke any such designation, at any time and from time to time,
either before or after the Plan is approved by the stockholders, and may further designate such companies or Participants as participating
in the 423 Component or the Non-423 Component. The Administrator may also determine which affiliates or eligible employees may
be excluded from participation in the Plan, to the extent consistent with Section 423 of the Code or as implemented under
the Non-423 Component, and determine which Designated Company or Companies will participate in separate Offerings (to the extent
that the Company makes separate Offerings). For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated
Companies; provided, however, that at any given time, a Subsidiary that is a Designated Company under the 423 Component will not
be a Designated Company under the Non-423 Component. The current list of Designated Companies is attached hereto as Appendix
A.


 


The term “Fair
Market Value of the Common Stock” on any given date means the fair market value of the Common Stock determined in good faith
by the Administrator; provided, however, that if the Common Stock is admitted to quotation on The Nasdaq Global Market or another
national securities exchange, the determination shall be made by reference to the closing price on such date. If there is no closing
price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing
price.


 


The term “Initial Public Offering”
means the first underwritten, firm commitment public offering pursuant to an effective registration statement under the U.S. Securities
Act of 1933, as amended, covering the offer and sale by the Company of its Common Stock.


 






    8


     


    

 


The term “Parent”
means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.


 


The term “Participant”
means an individual who is eligible as determined in Section 3 and who has complied with the provisions of Section 4.


 


The term “Registration
Date” means the date on which the registration statement on Form S-1 that is filed by the Company with respect to its
Initial Public Offering is declared effective by the U.S. Securities and Exchange Commission (the “SEC”).


 


The term “Subsidiary”
means a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of the Code.


 


12.          Rights
on Termination or Transfer of Employment. If a Participant’s employment terminates for any reason before the Exercise
Date for any Offering, no payroll deduction will be taken from any pay due and owing to the Participant and the balance in the
Participant’s account will be paid to such Participant or, in the case of such Participant’s death, if permitted by
the Administrator and valid under applicable law, to such Participant’s designated beneficiary or to the legal representative
of such Participant’s estate as if such Participant had withdrawn from the Plan under Section 7. An employee will be
deemed to have terminated employment, for this purpose, if the corporation that employs him or her, having been a Designated Company,
ceases to be a Subsidiary or Affiliate, or if the employee is transferred to any corporation other than the Company or a Designated
Company. Unless otherwise determined by the Administrator, a Participant whose employment transfers between, or whose employment
terminates with an immediate rehire (with no break in service) by, Designated Companies or a Designated Company and the Company
will not be treated as having terminated employment for purposes of participating in the Plan or an Offering; provided, however,
that if a Participant transfers from an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise
of the Participant’s Option will be qualified under the 423 Component only to the extent that such exercise complies with
Section 423 of the Code. If a Participant transfers from an Offering under the Non-423 Component to an Offering under the
423 Component, the exercise of the Participant’s Option will remain non-qualified under the Non-423 Component. Further, an
employee will not be deemed to have terminated employment for purposes of this Section 12, if the employee is on an approved
leave of absence where the employee’s right to reemployment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Administrator otherwise provides in writing.


 






    9


     


    

 


13.         Special
Rules and Sub-Plans. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules or
sub-plans applicable to the employees of a particular Designated Company, whenever the Administrator determines that such rules are
necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Company has employees, regarding,
without limitation, eligibility to participate in the Plan, handling and making of payroll deductions or contributions by other
means, establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligation
to pay payroll tax, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements;
provided that if such special rules or sub-plans are inconsistent with the requirements of Section 423(b) of the
Code the employees subject to such special rules or sub-plans will participate in the Non-423 Component.


 


14.          Optionees
Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from such Participant’s pay shall
result in such Participant becoming a holder of the shares of Common Stock covered by an Option under the Plan until such shares
have been purchased by and issued to him or her.


 






    10


     


    

 


15.          Rights
Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and
distribution, and are exercisable during the Participant’s lifetime only by the Participant.


 


16.          Application
of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used
for any corporate purpose, unless otherwise required under applicable law.


 


17.          Adjustment
in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the payment
of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and any
other share limitations set forth in the Plan shall be equitably or proportionately adjusted to give proper effect to such event.


 


18.          Amendment
of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without the approval
within 12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved
for the 423 Component of the Plan or making any other change that would require stockholder approval in order for the 423 Component
of the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) of the Code.


 


19.          Insufficient
Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number
of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares
then available shall be apportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf
of each Participant that would otherwise be used to purchase Common Stock on such Exercise Date.


 






    11


     


    

 


20.          Termination
of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts
of Participants shall be promptly refunded. Unless terminated earlier, the Plan shall automatically terminate on the ten year anniversary
of the Effective Date.


 


21.          Compliance
with Law. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to applicable laws and
the completion of any registration or qualification of the Common Stock under any U.S. or non-U.S. local, state or federal securities
or exchange control law, or under rulings or regulations of the SEC or of any other governmental regulatory body, and to obtaining
any approval or other clearance from any U.S. and non-U.S. local, state or federal governmental agency, which registration, qualification
or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Company is under no obligation to register
or qualify the Common Stock with the SEC or any other U.S. or non-U.S. securities commission or to seek approval or clearance from
any governmental authority for the issuance or sale of such stock.


 


22.          Governing
Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with the General
Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed
by and construed in accordance with the internal laws of the Commonwealth of Massachusetts applied without regard to conflict of
law principles.


 






    12


     


    

 


23.          Issuance
of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.


 


24.          Tax
Withholding. Participation in the Plan is subject to any applicable U.S. and non-U.S. federal, state or local tax withholding
requirements on income the Participant realizes in connection with the Plan. Each Participant agrees, by entering the Plan, that
the Company or any Subsidiary or Affiliate may withhold from a Participant’s wages, salary or other compensation at any time
the amount necessary for the Company or any Subsidiary or Affiliate to meet applicable withholding obligations, including any withholding
required to make available to the Company or any Subsidiary or Affiliate any tax deductions or benefits attributable to the sale
or disposition of Common Stock by such Participant. In addition, the Company or any Subsidiary or Affiliate may withhold from the
proceeds of the sale of Common Stock or use any other method of withholding that the Company or any Subsidiary or Affiliate deems
appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f) with respect to the 423 Component.
The Company will not be required to issue any Common Stock under the Plan until such obligations are satisfied.


 


25.          Notification
Upon Sale of Shares under the 423 Component. Each Participant agrees, by entering the 423 Component of the Plan, to give the
Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased or within one year after the date such shares were
purchased.


 


26.          Effective
Date and Approval of Shareholders. The Plan shall take effect on the date immediately preceding the Registration Date, subject
to approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written
consent of the stockholders.


 






    13


     


    

 


DATE
APPROVED BY BOARD OF DIRECTORS: March 22, 2021


 


DATE
APPROVED BY STOCKHOLDERS: March 22, 2021


 






    14


     


    

 





APPENDIX A


 


Designated Companies


 


None


 






    15