TransCode CEO resigns; 1-for-40 reverse stock split effective Jan 16; cash ~$2.8M

Transcode Therapeutics, Inc.

CEO Robert Michael Dudley resigned effective Jan 13, 2024; severance of $34,607.70 and option acceleration.
CFO Thomas A. Fitzgerald appointed interim President and CEO, effective Jan 13; retains CFO role.
Reverse stock split at 1-for-40 ratio effective Jan 16, 2024 to regain Nasdaq minimum bid price compliance.
Post-split shares outstanding approximately 627,448; CUSIP changes to 89357L 303; symbol remains RNAZ.
Preliminary cash balance estimate of ~$2.8M at Dec 31, 2023, subject to year-end audit adjustment.

item 2.02 item 3.03 item 5.03 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Robert Michael Dudley

President and Chief Executive Officer

RNAZ · Transcode Therapeutics, Inc.

Effective: 2024-01-13
Successor: Thomas A. Fitzgerald
Filed: January 16, 2024, 6:59 PM ET

Robert Michael Dudley entered into a separation agreement with the Company pursuant to which he resigned from his position as the Company’s President and Chief Executive Officer, and as a director of the Company, in each case effective January 13, 2024.

Appointed (interim)

Thomas A. Fitzgerald

Interim President and Chief Executive Officer

RNAZ · Transcode Therapeutics, Inc.

Effective: 2024-01-13
Filed: January 16, 2024, 6:59 PM ET

Thomas A. Fitzgerald, the Company’s Chief Financial Officer, was appointed to serve as the Company’s Interim President and Chief Executive Officer, effective January 13, 2024.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert Michael Dudley resigned as President and Chief Executive Officer at Transcode Therapeutics, Inc..

Action: resigned
Role: President and Chief Executive Officer

Exact text from the filing

Robert Michael Dudley entered into a separation agreement with the Company pursuant to which he resigned from his position as the Company’s President and Chief Executive Officer, and as a director of the Company, in each case effective January 13, 2024.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Thomas A. Fitzgerald was appointed as Interim President and Chief Executive Officer at Transcode Therapeutics, Inc..

Action: appointed
Role: Interim President and Chief Executive Officer

Exact text from the filing

Thomas A. Fitzgerald, the Company’s Chief Financial Officer, was appointed to serve as the Company’s Interim President and Chief Executive Officer, effective January 13, 2024.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Transcode Therapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-40 reverse stock split of common stock (effective 2024-01-16).

Change: charter amendment
Effective: 2024-01-16

Exact text from the filing

On January 10, 2023, 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-40 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 January 16, 2024 (the “Effective Time”).

View on SEC.gov

51 governance changes filed in the last 30 days. Browse all governance changes →

Transcode Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-24-004094

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