TransCode Therapeutics Corrects Shareholder Meeting Vote Results

TL;DR

TransCode Therapeutics filed an amendment to fix a mistake about shareholder vote results from their June 13th meeting.

AI Summary

TransCode Therapeutics, Inc. filed an amendment (8-K/A) on June 14, 2024, to its June 13, 2024, 8-K filing. This amendment corrects an error stating that not all matters voted on at the June 13, 2024, Annual Meeting of Shareholders were approved.

Why It Matters

This filing clarifies the outcome of shareholder votes, which could impact investor confidence and future corporate actions.

Risk Assessment

Risk Level: low — The filing is a procedural correction of previously reported voting results and does not introduce new financial or operational risks.

Key Players & Entities

• TransCode Therapeutics, Inc. (company) — Filer of the 8-K/A
• June 13, 2024 (date) — Date of the Annual Meeting and Original Filing
• June 14, 2024 (date) — Date of the 8-K/A Filing

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital M

Filing Documents

• tm2417255d2_8ka.htm (8-K/A) — 38KB
• 0001104659-24-071514.txt ( ) — 214KB
• rnaz-20240613.xsd (EX-101.SCH) — 3KB
• rnaz-20240613_lab.xml (EX-101.LAB) — 33KB
• rnaz-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2417255d2_8ka_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. The following proposals were submitted to the stockholders at the 2024 Annual Meeting: (i) The election of four (4) directors, Philippe P. Calais, PhD, Thomas A. Fitzgerald, Erik Manting, PhD, and Magda Marquet, PhD, for one-year terms until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal; (ii) The approval of an amendment to the TransCode Therapeutics, Inc. 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 3,000,000 shares (the "Stock Plan Amendment Proposal"); (iii) The ratification of the appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Auditor Proposal"); (iv) Authorization of the Corporation's Board of Directors, if they determine that doing so is in the best interest of the Corporation's stockholders, to amend the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), by a ratio of any whole number between 1-for-2 and 1-for-40, the implementation and timing of which shall be subject to the discretion of the Board of Directors (the "Reverse Stock Split Proposal"); (v) The approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve the Reverse Stock Split Proposal or the Stock Plan Amendment Proposal (the "Adjournment Proposal"); and (vi) The transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The proposals are described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 20, 2024. The number of shares of Common Stock entitled

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 14, 2024 TransCode Therapeutics, Inc. By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Interim Chief Executive Officer; Chief Financial Officer

View Full Filing

View this 8-K/A filing on SEC EDGAR