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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): December 8, 2023

 

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 or to be 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 8, 2023, the Board of Directors of TransCode Therapeutics, Inc., a Delaware corporation (the “Company”) authorized, approved and adopted an amendment to the Company’s Amended and Restated Bylaws to (i) revise certain provisions relating to stockholder meeting adjournment procedures and (ii) reduce the quorum requirement for meetings of the Company’s stockholders from a majority of the Company’s outstanding shares entitled to vote, represented in person or by proxy to one-third of the Company’s outstanding shares entitled to vote, represented in person or by proxy (the “Bylaw Amendment”).

 

The Bylaw Amendment became effective immediately upon its adoption and amended Sections 4(e) and 5 under Article I of the Company’s Amended and Restated Bylaws.

 

The above description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the Bylaw Amendment, which is attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
3.1   Amendment No. 1 to the Amended and Restated Bylaws of TransCode Therapeutics, Inc., effective as of December 8, 2023
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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.

 

  TransCode Therapeutics, Inc.
     
Date: December 8, 2023 By: /s/ Thomas A. Fitzgerald
    Thomas A. Fitzgerald
    Chief Financial Officer

 

 

 

 

Exhibit 3.1

 

AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED BYLAWS OF
TRANSCODE THERAPEUTICS, INC.

 

The undersigned, being the duly elected and acting Chief Executive Officer of TransCode Therapeutics, Inc., a Delaware corporation (the “Corporation”), does hereby certify that:

 

1.        The Board of Directors of the Corporation approved and adopted the following amendments to the Amended and Restated Bylaws of the Corporation (the “Bylaws”), effective as of December 8, 2023:

 

The Bylaws are hereby amended by the replacement of Sections 4(e) and 5 under Article I in their entirety, so that they now read in their entirety as follows (emphasis added solely for illustrative purposes to show changes):

 

“(e) When any meeting is convened, the presiding officer may adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, (iii) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation or (iv) the presiding officer determines to adjourn the meeting in his or her or sole discretion. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Amended and Restated Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or these Bylaws, is entitled to such notice.

 

SECTION 5. Quorum. Except as otherwise provided by law or by the Certificate, the presence in person or by proxy of the holders of one-third in voting power of the outstanding shares of capital stock entitled to vote at the meeting shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.”

 

2.        All other provisions of the Bylaws of the Corporation remain unchanged and are in full force and effect.

 

 

 

 

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amendment No. 1 to the Amended and Restated Bylaws as of December 8, 2023.

 

  TRANSCODE THERAPEUTICS, INC.
   
  By: /s/ R. Michael Dudley
  Name: R. Michael Dudley
  Title: Chief Executive Officer

 

 

 

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Cover
Dec. 08, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 08, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-40363
Entity Registrant Name TRANSCODE THERAPEUTICS, INC.
Entity Central Index Key 0001829635
Entity Tax Identification Number 81-1065054
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 6 Liberty Square
Entity Address, Address Line Two #2382
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02109
City Area Code 857
Local Phone Number 837-3099
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol RNAZ
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false

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