Welcome to our dedicated page for Transcode Therapeutics SEC filings (Ticker: RNAZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
TransCode Therapeutics, Inc. filings document a Delaware clinical-stage biotechnology issuer with common stock listed on the Nasdaq Capital Market under RNAZ. Its regulatory record covers securities registration statements, material definitive agreements, unregistered equity issuances, preferred-stock rights, contingent value rights, and amendments to governing documents.
Current reports also furnish Regulation FD disclosures tied to clinical and preclinical oncology research, including TTX-MC138, RIG-I immunotherapy work, and FDA-related trial communications. Other filings address annual-report timing, emerging-growth-company status, shareholder-vote materials, capital-structure arrangements and formal disclosures associated with developing RNA and immuno-oncology therapeutics for advanced cancers.
TransCode Therapeutics, Inc. has scheduled its 2026 annual meeting of stockholders for July 2, 2026. Stockholders of record at the close of business on May 28, 2026 will be entitled to receive notice of, and vote at, the meeting.
Because this date is more than 30 days after the one-year anniversary of the 2025 annual meeting, the company is updating deadlines for stockholder proposals and director nominations. To be included in the proxy materials or otherwise properly brought before the meeting, proposals, nominations, and universal proxy notices must be delivered in writing to the Corporate Secretary at the Boston corporate address by 5:00 p.m. Eastern Time on June 11, 2026, and must also comply with Delaware law, SEC rules, and the company’s bylaws.
TransCode Therapeutics, Inc. received a Nasdaq notice that its stockholders’ equity no longer meets the Nasdaq Capital Market’s minimum requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while TransCode reported $1,251,427 as of March 31, 2026.
The company has 45 days, until July 3, 2026, to submit a plan to regain compliance. It expects to rely on stockholder approval to convert its Series A Non-Voting Convertible Preferred Stock into common stock so that this security can be reclassified from temporary equity to equity and restore compliance.
If stockholders do not approve the conversion by December 31, 2026, holders of Series A Preferred Stock may elect redemption at estimated fair value, which keeps it in temporary equity. Nasdaq staff may grant additional time or ultimately move toward delisting, and any delisting of the common stock is described as potentially having a material adverse effect on the company and the value of its shares.
TransCode Therapeutics reported that Nasdaq has notified the company it no longer meets the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000, while the company reported $1,251,427 as of March 31, 2026.
The notification does not immediately affect trading, and TransCode has 45 days, until July 3, 2026, to submit a compliance plan. Nasdaq staff may grant up to 180 days from the deficiency letter for the company to regain compliance, but there is no assurance these efforts will succeed.
If TransCode cannot restore compliance or its plan is not accepted, Nasdaq staff could move to delist the shares, though the company could appeal to a hearings panel. The filing notes that any delisting would have a material adverse effect on the company, its operations, reputation, and share value.
TransCode Therapeutics is asking stockholders to approve several transactions at a virtual Special Meeting. The proposals seek approval to permit potential issuance of Common Stock upon conversion of Series A, B and C Non‑Voting Convertible Preferred Stock, to permit issuances under a Standby Equity Purchase Agreement and related Convertible Notes, and to allow adjournment if necessary.
The Board recommends a vote FOR Proposals 1–4. Key transactional terms disclosed include an Acquisition that issued 83,285 shares to DEFJ, an Investment of approximately $25.0M (cash and promissory note), contingent milestone payments up to $95.0M, a Yorkville SEPA commitment of $14.0M, and CVRs with a seven‑year term entitling holders to 50% of Net Proceeds from certain payments.
TransCode Therapeutics, Inc. is registering up to 1,533,334 shares of common stock for resale by YA II PN, LTD. under a Standby Equity Purchase Agreement (SEPA) and related convertible notes. All shares are being offered by the selling stockholder; TransCode is not selling shares in this prospectus.
The registered shares include 750,000 shares issuable upon conversion of SEPA-related convertible notes, 750,000 shares issuable under future SEPA advances, and 33,334 commitment shares. TransCode has already received gross proceeds of $950,000 from an initial convertible note and may receive up to an additional $4,750,000 from a second note and up to $14,000,000 from future SEPA share sales, at its discretion.
There were 916,968 common shares outstanding as of December 31, 2025, and the company estimates 2,450,302 shares outstanding if all 1,533,334 SEPA-related shares are issued. Nasdaq rules cap issuances to 183,301 shares (19.99% of pre‑SEPA outstanding) until stockholders approve a larger issuance.
TransCode Therapeutics, Inc. filed a shelf registration to permit the resale of up to 15,955,543 shares of Common Stock by named selling stockholders.
The prospectus states the company is not selling any shares under this registration and will not receive proceeds from resales. Shares outstanding were 916,968 as of April 29, 2026, and outstanding plus Common Stock issuable upon conversion of Preferred Stock totaled 16,789,226. Conversion mechanics include Series A and Series B convertible at 10,000 Common shares per preferred share and Series C convertible 1-for-1, each conversion subject to stockholder approval and Nasdaq limitations.
TransCode Therapeutics, Inc. filed an amended annual report to add Part III information on 2025 directors, executive pay, ownership and governance, without updating prior financial disclosures. As of June 30, 2025, non‑affiliate common stock had an aggregate market value of about $6.5 million.
The company reports 916,968 common shares outstanding as of April 27, 2026. The Board identifies four independent directors and details audit, compensation, and nominating committees. CEO Philippe Calais received 2025 total compensation of $373,808, while CFO Thomas Fitzgerald received $1,069,615, mostly salary and bonuses.