Transcode Therapeutics Inc SEC Filings

TransCode Therapeutics, Inc. filed a current report describing that, together with Quantum Leap Healthcare Collaborative, it has submitted an Investigational New Drug application amendment to the U.S. Food and Drug Administration for a planned Phase 2a clinical trial of its lead candidate, TTX-MC138.

The company explains that additional information is contained in a press release furnished as an exhibit, which is provided for informational purposes and is not treated as filed for liability purposes under federal securities laws.

Transcode Therapeutics, Inc. shareholders Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz filed an amended Schedule 13G indicating a passive ownership position in the company’s common stock. As of the event date of 12/31/2025, each reporting person beneficially owns 41,601 shares, representing 4.9% of the outstanding common stock.

The filing states that the reporting persons have no sole voting or dispositive power over the shares but share voting and dispositive power for all 41,601 shares. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Transcode Therapeutics, but rather as a passive investment.

TransCode Therapeutics (RNAZ) amended its preferred stock terms. The company filed an Amended and Restated Certificate of Designation for its Series A and Series B Non‑Voting Preferred. The update clarifies that, for as long as the Purchase Agreement remains in effect and any preferred shares are outstanding, the company will not issue under that agreement more than an aggregate of 19.9% of common stock outstanding as of October 8, 2025 unless stockholders first approve conversion in accordance with Nasdaq rules.

The amendment also removes a holder’s option to convert preferred shares into common stock in the event of a Nasdaq delisting. No additional securities were issued or sold in connection with this filing. TransCode expects to file a proxy statement seeking stockholder approval for the conversion of the preferred into common stock and for a Nasdaq “change of control” proposal related to the DEFJ agreements.

TransCode Therapeutics (RNAZ) filed Amendment No. 2 to report the effective date of its Contingent Value Rights Agreement and a change in rights agent.

Effective October 8, 2025, TransCode entered a CVR Agreement with Vstock Transfer, LLC as rights agent. Each holder of common stock as of 5:00 p.m. Eastern Time on October 20, 2025 is entitled to one CVR per share, subject to the agreement’s terms. Each CVR entitles holders, in the aggregate, to 50% of Net Proceeds from any Upfront Payment or Milestone Payment received by the company in a given calendar quarter. Distributions are made quarterly and are subject to deductions, including certain taxes and specified out-of-pocket expenses. The CVRs have a seven‑year term and are generally non‑transferable except as permitted by the agreement.

The rights agent and holders of at least 40% of outstanding CVRs have audit and enforcement rights on behalf of all holders.

TransCode Therapeutics (RNAZ) reported via Form 8-K that it issued a press release announcing completion of its Phase 1a clinical trial with its lead candidate, TTX‑MC138. The company attached the press release as Exhibit 99.1 and a related scientific poster as Exhibit 99.2.

The filing includes forward‑looking statements related to potential future trials, regulatory submissions, intellectual property, competition, third‑party dependencies, and broader macro risks. It also references risks tied to funding needs and the company’s ability to continue as a going concern, directing readers to the latest Form 10‑K risk factors for additional detail.

TransCode Therapeutics, Inc. filed an amended current report to correct the price per share of its Series B Preferred Stock in a previously disclosed transaction. On October 8, 2025, the company acquired 100% of ABCJ, LLC from DEFJ, LLC, paying 83,285 common shares, which were 9.99% of common stock outstanding immediately before closing, plus 1,152.9568 shares of Series A Non-Voting Convertible Preferred Stock and up to $95,000,000 in contingent milestone payments. Each Series A share is convertible into 10,000 common shares.

Concurrently, DEFJ agreed to invest about $25 million in a private placement of 223.7337 Series B Non-Voting Preferred shares at $111,740 per share, funded by roughly $20 million in cash and a $5 million promissory note bearing 4% interest and maturing on January 1, 2026, secured by 44.7467 Series B shares. Each Series B share is also convertible into 10,000 common shares.

Stockholders of record at 5:00 p.m. Eastern Time on October 20, 2025 receive one non-transferable contingent value right per common share, entitling them in aggregate to 50% of defined Net Proceeds from certain future payments. The company also granted DEFJ resale registration rights for common stock issued or issuable in these transactions and entered into a repurchase agreement under which DEFJ may, upon certain events, buy back the ABCJ interests. The board unanimously approved the agreements, and a future stockholder meeting will consider conversion of the preferred stock and a Nasdaq “change of control” approval.

TransCode Therapeutics completed the acquisition of ABCJ, LLC from DEFJ, LLC, paying 83,285 common shares (9.99% of pre-closing common stock) and 1,152.9568 shares of Series A non-voting convertible preferred stock, plus up to $95,000,000 in contingent milestone payments. Each Series A share is convertible into 10,000 common shares, subject to stockholder approval and ownership limits.

Concurrently, DEFJ agreed to invest about $25 million in a private placement of 223.7337 Series B non-voting preferred shares at $11.1740 per share, funded by roughly $20 million in cash and a $5 million note bearing 4% interest and maturing on January 1, 2026. Each Series B share is also convertible into 10,000 common shares under specified conditions.

The company adopted a seven-year contingent value right program granting one CVR per common share held at 5:00 p.m. Eastern Time on October 20, 2025, with CVR holders entitled in aggregate to 50% of net proceeds from defined upfront and milestone payments. Governance changes include appointing Elizabeth Czerepak as an independent director and Audit Committee chair and naming Dr. Philippe Calais as Chief Executive Officer with a new employment and equity incentive package.

TransCode Therapeutics, Inc. entered into a Second Amendment to its Exclusive Patent License Agreement with The General Hospital Corporation d/b/a Massachusetts General Hospital, effective August 15, 2025. The amendment updates the timelines for pre-sales requirements for Patent Family 1 and Patent Family 2 covered under the MGH License, adjusting when certain development or commercial benchmarks must be met. It also increases the aggregate dollar amount of one-time milestone payments the company will pay the licensor upon specified milestones from $1,550,000 to $2,950,000 for each patent family and revises the individual therapeutic product- or process-related milestone payment amounts. The full contract language will be included as an exhibit to the company’s Form 10-Q for the quarter ended September 30, 2025.

TransCode Therapeutics, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on August 29, 2025. Stockholders elected four directors — Philippe P. Calais, PhD, Thomas A. Fitzgerald, Erik Manting, PhD, and Magda Marquet, PhD — to one-year terms.

Investors also approved an amendment to the 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance by 166,724 shares, and ratified WithumSmith+Brown as independent registered public accounting firm for the fiscal year ending December 31, 2025. An adjournment proposal related to the stock plan amendment was approved but not used because sufficient votes were obtained. Of 833,683 shares entitled to vote, 312,283 were present or represented by proxy.