Transcode Therapeutics Files 8-K on Shareholder Vote Matters

TL;DR

Transcode Therapeutics is holding a shareholder vote; details to follow.

AI Summary

Transcode Therapeutics, Inc. filed an 8-K on August 29, 2025, reporting on the submission of matters to a vote of security holders. The filing does not contain specific details about the matters to be voted on or any financial transactions.

Why It Matters

This filing indicates that Transcode Therapeutics is seeking approval from its shareholders on certain matters, which could impact corporate governance or strategic decisions.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose new financial risks or significant operational changes.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40363 (identifier) — Commission File Number
• 81-1065054 (identifier) — I.R.S. Employer Identification No.
• 6 Liberty Square, #2382 Boston, Massachusetts 02109 (address) — Principal executive offices
• 857-837-3099 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

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

Filing Documents

• tm2524724d1_8k.htm (8-K) — 32KB
• 0001104659-25-086442.txt ( ) — 197KB
• rnaz-20250829.xsd (EX-101.SCH) — 3KB
• rnaz-20250829_lab.xml (EX-101.LAB) — 33KB
• rnaz-20250829_pre.xml (EX-101.PRE) — 22KB
• tm2524724d1_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 at the 2025 Annual Meeting of Stockholders of TransCode Therapeutics, Inc. (the "Company") held on August 29, 2025 (the "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 166,724 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, 2025 (the "Auditor Proposal"); (iv) The approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve the Stock Plan Amendment Proposal (the "Adjournment Proposal"); and (v) 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 July 15, 2025. The number of shares of Common Stock entitled to vote at the Annual Meeting was 833,683. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 312,283. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved and all director nominees were elected. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below: (i) Election of Directors: Stockholder

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: September 2, 2025 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 filing on SEC EDGAR