---
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"
generated_at: "2026-06-06T23:24:48.758764+00:00"
event_type: "leadership"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 2.02, 3.03, 5.03, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-004094
- JSON: https://secwatch.observer/filing/0001104659-24-004094.json
- Plain text: https://secwatch.observer/filing/0001104659-24-004094.txt

## Key facts
- Executive change
  Robert Michael Dudley resigned as President and Chief Executive Officer at Transcode Therapeutics, Inc..
  - Action: resigned
  - Role: President and Chief Executive Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/0001104659-24-004094-index.htm
- Executive change
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/0001104659-24-004094-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/0001104659-24-004094-index.htm

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