{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-004094","form_type":"8-K","ticker":"RNAZ","cik":"0001829635","company_name":"Transcode Therapeutics, Inc.","filed_at":"2024-01-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.798787+00:00","generated_at":"2026-06-06T23:24:48.758764+00:00","sec_items":["2.02","3.03","5.03","5.02","7.01","9.01"],"event_type":"leadership","sentiment":"negative","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"TransCode CEO resigns; 1-for-40 reverse stock split effective Jan 16; cash ~$2.8M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-004094","json":"https://secwatch.observer/filing/0001104659-24-004094.json","markdown":"https://secwatch.observer/filing/0001104659-24-004094.md","text":"https://secwatch.observer/filing/0001104659-24-004094.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/0001104659-24-004094-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/tm243329d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T23:24:48.758764+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2c4b838583","claim":"Robert Michael Dudley resigned as President and Chief Executive Officer at Transcode Therapeutics, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/0001104659-24-004094-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"c4511f0e3a","claim":"Thomas A. Fitzgerald was appointed as Interim President and Chief Executive Officer at Transcode Therapeutics, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/0001104659-24-004094-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Interim President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"96e0a83c690440ad4a260de38d9fb78877c7bba8","claim":"Transcode Therapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-40 reverse stock split of common stock (effective 2024-01-16).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/0001104659-24-004094-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-01-16"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}