Transcode Therapeutics Files 8-K on Security Holder Rights

TL;DR

Transcode Therapeutics filed an 8-K, changes to security holder rights and bylaws effective 11/26.

AI Summary

Transcode Therapeutics, Inc. filed an 8-K on November 29, 2024, reporting a material modification to the rights of security holders and amendments to its articles of incorporation or bylaws, effective November 26, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits, with no specific dollar amounts or new agreements detailed in the provided text.

Why It Matters

This filing indicates potential changes affecting Transcode Therapeutics' security holders and corporate structure, requiring investor attention for details on the modifications.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights and corporate bylaws can signal significant changes that may impact stock value and investor positions.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• November 26, 2024 (date) — Effective date of reported events
• November 29, 2024 (date) — Filing date of the 8-K
• Delaware (jurisdiction) — State of incorporation
• Boston, Massachusetts (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

• tm2429720d2_8k.htm (8-K) — 33KB
• tm2429720d2_ex3-1.htm (EX-3.1) — 9KB
• tm2429720d2_ex99-1.htm (EX-99.1) — 10KB
• tm2429720d2_ex99-2.htm (EX-99.2) — 9KB
• tm2429720d2_ex99-1img01.jpg (GRAPHIC) — 5KB
• tm2429720d2_ex99-1img02.jpg (GRAPHIC) — 2KB
• tm2429720d2_ex99-2img01.jpg (GRAPHIC) — 5KB
• 0001104659-24-124097.txt ( ) — 262KB
• rnaz-20241126.xsd (EX-101.SCH) — 3KB
• rnaz-20241126_lab.xml (EX-101.LAB) — 33KB
• rnaz-20241126_pre.xml (EX-101.PRE) — 22KB
• tm2429720d2_8k_htm.xml (XML) — 4KB

03 Material Modifications

Item 3.03 Material Modifications to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, information regarding the Reverse Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03Amendments

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 26, 2024, TransCode Therapeutics, Inc., (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the "Certificate of Amendment") to its Amended and Restated Certificate of Incorporation to effect a 1-for-33 reverse stock split (the "Reverse Split") of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), as of 12:01 a.m. Eastern Time on December 4, 2024 (the "Effective Time"). Beginning with the opening of trading on December 4, 2024, the Company's Common Stock is expected to trade on the Nasdaq Capital Market on a split-adjusted basis under a new CUSIP, number 89357L 402. The Company's Common Stock will continue to trade under the symbol "RNAZ." At a Special Meeting of Stockholders held on November 22, 2024, the Company's stockholders granted the Company's Board of Directors (the "Board") the discretion to effect the Reverse Split at a ratio of any whole number between 1-for-10 and 1-for-40, with such ratio and the timing of the Reverse Split to be determined by the Board. As a result of the Reverse Split, every thirty-three (33) shares of the Company's Common Stock issued and outstanding as of the Effective Time will automatically be converted into one (1) share of Common Stock, but without any change in the par value per share. Proportional adjustments will be made to the number and exercise prices of shares of Common Stock issuable upon exercise of the Company's outstanding stock options and warrants. The Reverse Split will not change the number of authorized shares of Common Stock. Immediately after the Effective Time, after giving effect to the Reverse Split and the shares issued by the Company in its previously announced private placement, the Company will have approximately 696,233 shares of Common Stock issued and outstanding. Vstock Transfer LLC ("Vstock"),

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 25, 2024, the Company issued a press release announcing the Reverse Split and on November 29, 2024, the Company issued a press release announcing the effective date of the Reverse Split. Copies of the press releases are attached as Exhibit 99.1 and 99.2 hereto, and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. 99.1 Press Release, dated November 25, 2024. 99.2 Press Release, dated November 29, 2024. 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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 29, 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