---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-058536"
form_type: "8-K"
ticker: "RNAZ"
cik: "0001829635"
company_name: "Transcode Therapeutics, Inc."
filed_at: "2023-05-10T23:59:59+00:00"
generated_at: "2026-06-15T06:59:33.488687+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# TransCode shareholders approve reverse stock split, elect directors at 2023 annual meeting

## Summary
- Reverse stock split (ratio 1:2 to 1:20) approved: 9,104,123 for, 1,218,265 against, 124,718 abstain.
- All five director nominees elected: Dudley (6.99M), Calais (6.78M), Fitzgerald (6.74M), Marquet (6.79M), Manting (6.24M).
- Ratification of WithumSmith+Brown as auditor: 10,325,143 for, 83,468 against, 38,495 abstain.
- Adjournment proposal approved but not needed; sufficient votes existed for reverse split.

## SEC filing metadata
- accession: 0001104659-23-058536
- form_type: 8-K
- ticker: RNAZ
- cik: 0001829635
- company_name: Transcode Therapeutics, Inc.
- filed_at: 2023-05-10T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1829635/000110465923058536/0001104659-23-058536-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829635/000110465923058536/tm2315296d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-058536
- JSON: https://secwatch.observer/filing/0001104659-23-058536.json
- Plain text: https://secwatch.observer/filing/0001104659-23-058536.txt

## Key facts
- Shareholder Votes
  Transcode Therapeutics, Inc. shareholders approved Approval of adjournment of the annual meeting to solicit additional votes for the reverse stock split proposal if necessary at the 2023-05-10 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The results of the voting included 9,914,178 votes for, 496,376 votes against and 36,552 votes abstained. There were no broker non-votes regarding this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465923058536/0001104659-23-058536-index.htm
- Shareholder Votes
  Transcode Therapeutics, Inc. shareholders approved Ratification of appointment of WithumSmith+Brown, PC as independent registered public accounting firm for fiscal year 2023 at the 2023-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The results of the voting included 10,325,143 votes for, 83,468 votes against and 38,495 votes abstained. There were no broker non-votes regarding this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465923058536/0001104659-23-058536-index.htm
- Shareholder Votes
  Transcode Therapeutics, Inc. shareholders approved Election of five directors for one-year terms at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Stockholders voted to approve the election of each of the following director nominees: For Withheld Philippe P. Calais, PhD 6,782,417 531,568 Robert Michael Dudley 6,985,242 328,743 Thomas A. Fitzgerald 6,741,426 572,559 Erik Manting, PhD 6,236,285 1,077,700 Magda Marquet, PhD 6,787,783 526,202 There were 3,133,121 broker non-votes regarding the election of directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465923058536/0001104659-23-058536-index.htm
- Shareholder Votes
  Transcode Therapeutics, Inc. shareholders approved Approval of amendment to certificate of incorporation to effect a reverse stock split by a ratio between 1-for-2 and 1-for-20 at the 2023-05-10 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The results of the voting included 9,104,123 votes for, 1,218,265 votes against and 124,718 votes abstained. There were no broker non-votes regarding this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465923058536/0001104659-23-058536-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.