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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2025
TRANSCODE
THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40363 |
|
81-1065054 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
TransCode
Therapeutics, Inc.
6
Liberty Square, #2382
Boston, Massachusetts
02109
(Address
of principal executive offices, including zip code)
(857)
837-3099
(Registrant’s
telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, par value $0.0001 per share |
|
RNAZ |
|
The Nasdaq
Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The following proposals were submitted to the stockholders at the 2025
Annual Meeting of Stockholders of TransCode Therapeutics, Inc. (the “Company”) held on August 29, 2025 (the “Annual
Meeting”):
(i) The election of four (4) directors, Philippe P. Calais, PhD, Thomas
A. Fitzgerald, Erik Manting, PhD, and Magda Marquet, PhD, for one-year terms until his or her successor has been duly elected and qualified,
or until his or her earlier death, resignation or removal;
(ii) The approval of an amendment to the TransCode Therapeutics, Inc.
2021 Stock Option and Incentive Plan to increase the number of shares available for issuance thereunder by 166,724 shares (the “Stock
Plan Amendment Proposal”);
(iii) The ratification of the appointment of WithumSmith+Brown, PC
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor
Proposal”);
(iv) The approval of an adjournment of the Annual Meeting to the extent
there are insufficient votes at the Annual Meeting to approve the Stock Plan Amendment Proposal (the “Adjournment Proposal”);
and
(v) The transaction of any other business properly brought before the
Annual Meeting or any adjournment or postponement of the Annual Meeting.
The proposals are described in detail in the Company’s Definitive
Proxy Statement filed with the Securities and Exchange Commission on July 15, 2025.
The number of shares of Common Stock entitled to vote at the Annual
Meeting was 833,683. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 312,283. All matters
submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.
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) Election of Directors:
Stockholders voted to approve the election of each of the following
director nominees:
| | |
| For | | |
| Withheld | |
| Philippe P. Calais, PhD | |
| 84,151 | | |
| 11,915 | |
| Thomas A. Fitzgerald | |
| 91,912 | | |
| 4,154 | |
| Erik Manting, PhD | |
| 84,264 | | |
| 11,802 | |
| Magda Marquet, PhD | |
| 84,002 | | |
| 12,064 | |
There were 216,217 broker non-votes regarding the election of directors.
(ii) The Stock Plan Amendment Proposal:
Stockholders approved the Stock Plan Amendment Proposal. The results
of the voting included 76,322 votes for, 18,310 votes against and 1,434 votes abstained. There were 216,217 broker non-votes regarding
this proposal.
(iii) The Auditor Proposal:
Stockholders ratified the appointment of WithumSmith+Brown, PC as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the
voting included 301,629 votes for, 7,844 votes against and 2,810 votes
abstained. There were no broker non-votes regarding this proposal.
(iv) The Adjournment Proposal:
Stockholders approved the Adjournment Proposal. The results of
the voting included 78,362 votes for, 15,790 votes against and 1,914 votes abstained. There were 216,217 broker non-votes regarding
this proposal. No corresponding motion was made to approve an adjournment to the Annual Meeting following approval of the
Adjournment Proposal, because sufficient votes were received to approve the Stock Plan Amendment Proposal at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 2, 2025 |
TransCode Therapeutics, Inc. |
| |
|
|
By: |
/s/ Thomas A. Fitzgerald |
| |
|
Thomas A. Fitzgerald |
| |
|
Interim Chief Executive Officer; Chief Financial Officer |
