Transcode Therapeutics Files 8-K on Shareholder Vote Matters

TL;DR

Transcode Therapeutics filed an 8-K on Nov 25th about shareholder votes from Nov 22nd. Standard corporate update.

AI Summary

Transcode Therapeutics, Inc. filed an 8-K on November 25, 2024, reporting on matters submitted to a vote of security holders as of November 22, 2024. The filing details the company's corporate structure and its principal executive offices located at 6 Liberty Square, Boston, MA.

Why It Matters

This filing indicates a formal process of shareholder voting is underway, which can impact corporate governance and future strategic decisions for Transcode Therapeutics.

Risk Assessment

Risk Level: low — This is a routine corporate filing related to shareholder voting procedures and does not appear to involve significant new financial or operational risks.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• November 22, 2024 (date) — Date of earliest event reported
• November 25, 2024 (date) — Date of report
• 6 Liberty Square, #2382 Boston, Massachusetts 02109 (location) — Principal executive offices

FAQ

Key Financial Figures

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

Filing Documents

• tm2429410d1_8k.htm (8-K) — 27KB
• 0001104659-24-122379.txt ( ) — 199KB
• rnaz-20241122.xsd (EX-101.SCH) — 3KB
• rnaz-20241122_lab.xml (EX-101.LAB) — 33KB
• rnaz-20241122_pre.xml (EX-101.PRE) — 22KB
• tm2429410d1_8k_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 of TransCode Therapeutics, Inc., (the "Company") at a Special Meeting of Stockholders held on November 22, 2024 (the "Special Meeting"): (i) Ratification of the Company's issuance and sale of securities pursuant a placement agency agreement with ThinkEquity LLC ("Think") pursuant to which the Company agreed to sell, in a best efforts public offering, an aggregate of 10,000,000 shares (the "Shares") of Common Stock and issue to Think warrants to purchase 500,000 shares of Common Stock (the "Ratification Proposal"); (ii) The approval of an amendment to 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-10 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"); and (iii) The approval of an adjournment of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the preceding Reverse Stock Split Proposal or Ratification Proposal (the "Adjournment Proposal"). The proposals are described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on October 28, 2024. The number of shares of Common Stock entitled to vote at the Special Meeting was 17,265,658. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 9,480,060. All matters submitted to a vote of the Company's stockholders at the Special Meeting were approved. The number of votes cast for, against and the number of abstentions and broker non-votes with respect to each proposal are set forth below: (i) Stockholders approved the Ratification Proposal. The results of the vo

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: November 25, 2024 TransCode Therapeutics, Inc. By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Interim Chief Executive Officer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR