Form 8-K

8-K — Entrada Therapeutics, Inc.

Accession: 0001104659-26-072326

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0001689375

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2617532d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2617532d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2617532d1_ex10-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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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):

June 10, 2026

ENTRADA

THERAPEUTICS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-40969

81-3983399

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

One Design Center Place

Suite 17-500

Boston, MA

02210

(Address

of principal

executive offices)

(Zip

Code)

Registrant’s telephone number, including area

code: (857) 520-9158

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, $0.0001 par value per share

TRDA

The Nasdaq Global 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 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On June 10, 2026, Entrada Therapeutics, Inc.

(the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via

live webcast. As further described under Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s

stockholders approved (i) Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan

Amendment”) and (ii) Amendment No. 1 to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP Amendment”),

in each case to amend the evergreen provision to provide that the Company’s outstanding pre-funded warrants shall be added to the

total number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), that are issued

and outstanding as of each December 31 to which the evergreen formula will be applied for purposes of calculating the annual increase.

Summaries of the 2021 Plan Amendment and 2021 ESPP Amendment were contained in the Company’s definitive proxy statement (the “Proxy

Statement”) filed on April 24, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities

Exchange Act of 1934, as amended, and are incorporated herein by reference.

The foregoing descriptions of the 2021 Plan Amendment

and 2021 ESPP Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the 2021 Plan

Amendment and 2021 ESPP Amendment, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K,

respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 10, 2026.

Proxies were solicited pursuant to the Proxy Statement. As of the close of business on April 13, 2026, the record date for the Annual

Meeting, the number of shares of Common Stock outstanding and entitled to vote at the Annual Meeting was 38,820,616. The number of shares

of Common Stock present or represented by valid proxy at the Annual Meeting was 33,190,234, thus establishing a quorum for the transaction

of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented

in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s

stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders

were asked to vote on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class II

director nominees to the Company’s Board of Directors (the “Board”), each to serve until the Company’s 2029 annual

meeting of stockholders and until his respective successor has been duly elected and qualified, or until his earlier death, resignation

or removal (“Proposal No. 1”), (ii) to ratify the appointment of Ernst & Young LLP as the Company’s

independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 2”), (iii) to

approve the 2021 Plan Amendment (“Proposal No. 3”) and (iv) to approve the 2021 ESPP Amendment (“Proposal

No. 4”).

The voting results reported below are final.

Proposal No. 1

Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D.

were duly elected to the Board as Class II directors. The results of the stockholders’ vote with respect to the election were

as follows:

CLASS II DIRECTOR NOMINEES

FOR

WITHHELD

BROKER

NON-VOTES

Peter S. Kim, Ph.D.

22,181,490

2,077,971

8,930,773

Bernhardt Zeiher, M.D.

22,315,323

1,944,138

8,930,773

Proposal No. 2

The appointment of Ernst & Young LLP

as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The

results of the stockholders’ vote with respect to such ratification were as follows:

FOR

AGAINST

ABSTAIN

33,132,550

49,650

8,034

Proposal No. 3

The 2021 Plan Amendment was approved. The results

of the stockholders’ vote with respect to such approval were as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

14,686,713

9,566,186

6,562

8,930,773

Proposal No. 4

The 2021 ESPP Amendment was approved. The results

of the stockholders’ vote with respect to such approval were as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

16,780,217

7,475,514

3,730

8,930,773

No other matters were submitted to or voted on

by the Company’s stockholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1#

Amendment No. 1 to Entrada Therapeutics, Inc. 2021 Stock Option and Incentive Plan

10.2#

Amendment No. 1 to Entrada Therapeutics, Inc. 2021 Employee Stock Purchase Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Indicates

a management contract or any compensatory plan, contract or arrangement.

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.

Entrada Therapeutics, Inc.

Date: June 10, 2026

/s/ Dipal Doshi

Dipal Doshi

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2617532d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 1 TO THE 2021 STOCK OPTION AND

INCENTIVE PLAN

In accordance with Section 16 of Entrada Therapeutics, Inc. (the “Company”)

2021 Stock Option and Incentive Plan (the “Plan”), the Plan is hereby amended as follows, subject to approval

of the Company’s stockholders:

1. Section 1 of the Plan is hereby amended to include the following as a new definition: “Outstanding

Shares” means, as of a specified date, the sum of (a) number of shares of Stock issued and outstanding

and (b) the number of Shares issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire Shares for a nominal

exercise price.

2. The first sentence of Section 3(a) of the Plan is hereby

deleted and replaced as follows: (a) Stock Issuable. The maximum number of shares of Stock

reserved and available for issuance under the Plan shall be 3,902,672 shares (the “Initial Limit”), subject to adjustment

as provided in this Section 3, plus on January 1, 2022 and each January 1 thereafter, the number of shares of Stock reserved and available

for issuance under the Plan shall be cumulatively increased by (i) four percent of the Outstanding Shares on the immediately preceding

December 31 or (ii) such lesser number of shares as determined by the Administrator (the “Annual Increase”).

This Amendment No. 1 to the Plan (this

“Amendment”) constitutes an integral part of the Plan. For all purposes

of this Amendment, capitalized terms used herein without definition shall have the meanings specified in the Plan, as the Plan shall be

in effect on the date hereof after giving effect to the Amendment.

Except as set forth herein, all of the terms and conditions of the

Plan, as in effect prior to the effectiveness of this Amendment, shall continue to remain in full force and effect as originally stated

therein.

APPROVED BY BOARD OF DIRECTORS: March 26, 2026

APPROVED BY COMPANY’S STOCKHOLDERS: June

10, 2026

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2617532d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT NO. 1 TO THE 2021 EMPLOYEE STOCK PURCHASE

PLAN

In accordance with Section 18 of Entrada Therapeutics, Inc. (the “Company”)

2021 Employee Stock Purchase Plan (the “ESPP”), the ESPP is hereby amended as follows, subject to approval of

the Company’s stockholders:

1. The second sentence of the first paragraph of the ESPP is hereby deleted and replaced as follows:

An aggregate of 278,762 shares of Common Stock have been approved and reserved for this purpose, plus on January 1, 2022, and each

January 1 thereafter through January 1, 2031, the number of shares of Common Stock reserved and available for issuance under the Plan

shall be cumulatively increased by the least of (i) 557,524 shares of Common Stock, (ii) one percent (1%) of the Outstanding Shares on

the immediately preceding December 31st, or (iii) such number of shares of Common Stock as determined by the Administrator. For this purpose,

“Outstanding Shares” means, as of a specified date, the sum of (a) number of shares of Common Stock issued and outstanding

and (b) the number of shares of Common Stock issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire shares

of Common Stock for a nominal exercise price.

This Amendment No. 1 to the 2021 Employee

Stock Purchase Plan (this “Amendment”) constitutes an integral part of

the ESPP. For all purposes of this Amendment, capitalized terms used herein without definition shall have the meanings specified in the

ESPP, as the ESPP shall be in effect on the date hereof after giving effect to the Amendment.

Except as set forth herein, all of the terms and conditions of the

ESPP, as in effect prior to the effectiveness of this Amendment, shall continue to remain in full force and effect as originally stated

therein.

APPROVED BY BOARD OF DIRECTORS: March 26, 2026

APPROVED BY COMPANY’S STOCKHOLDERS: June

10, 2026

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