---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-002225"
form_type: "8-K"
ticker: "RNAZ"
cik: "0001829635"
company_name: "Transcode Therapeutics, Inc."
filed_at: "2024-01-08T23:59:59+00:00"
generated_at: "2026-06-07T02:33:00.304153+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# TransCode stockholders approve reverse stock split of RNAZ common stock at ratio between 1:10 and 1:40

## Summary
- Special meeting Jan 8, 2024: 12,472,113 shares voted of 25,097,596 entitled.
- Reverse split approved: 7,081,896 for, 5,348,629 against, 41,588 abstentions.
- Board has discretion to implement the split at a specific ratio and timing.
- Adjournment proposal passed (7,426,024 for) but not needed after reverse split approval.

## SEC filing metadata
- accession: 0001104659-24-002225
- form_type: 8-K
- ticker: RNAZ
- cik: 0001829635
- company_name: Transcode Therapeutics, Inc.
- filed_at: 2024-01-08T23:59:59+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/1829635/000110465924002225/0001104659-24-002225-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829635/000110465924002225/tm242383d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-002225
- JSON: https://secwatch.observer/filing/0001104659-24-002225.json
- Plain text: https://secwatch.observer/filing/0001104659-24-002225.txt

## Key facts
- Shareholder Votes
  Transcode Therapeutics, Inc. shareholders approved Approval of an adjournment of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the reverse stock split proposal at the 2024-01-08 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2024-01-08
  source text: (ii) The Adjournment Proposal: Stockholders approved the Adjournment Proposal. The results of the voting included 7,426,024 votes for, 4,836,062 votes against and 210,027 votes abstained. There were no broker non-votes regarding this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465924002225/0001104659-24-002225-index.htm
- Shareholder Votes
  Transcode Therapeutics, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding shares of common stock by a ratio of any whole number between 1-for-10 and 1-for-40 at the 2024-01-08 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2024-01-08
  source text: 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) The Reverse Stock Split Proposal: Stockholders approved the Reverse Stock Split Proposal. The results of the voting included 7,081,896 votes for, 5,348,629 votes against and 41,588 votes abstained. There were no broker non-votes regarding this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465924002225/0001104659-24-002225-index.htm

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