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. is a clinical-stage oncology company developing RNA-targeted therapies, led by TTX-MC138, and Seviprotimut‑L acquired via the October 2025 Polynoma transaction. As of June 30, 2026, it reported total assets of $151.0 million, including $114.3 million of in‑process R&D and $25.7 million of goodwill.
For the six months ended June 30, 2026, TransCode generated no product revenue and incurred an operating loss of $24.5 million and a net loss attributable to common stockholders of $26.4 million, with operating expenses driven by R&D, acquired IPR&D and G&A. Cash used in operating activities was $10.4 million, leaving $8.4 million in cash at June 30, 2026. The company discloses substantial doubt about its ability to continue as a going concern without additional capital, though management believes existing cash plus proceeds from a July 2026 convertible note fund operations to approximately year‑end 2026. It also established a Standby Equity Purchase Agreement and related convertible notes providing access to additional equity‑linked financing.
DEFJ, LLC, a 10% owner of Transcode Therapeutics, Inc., converted 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 11,813,859 and 2,020,582 shares of Common Stock, respectively, on August 3, 2026.
DEFJ waived a Beneficial Ownership Limitation to complete these conversions. CK Life Sciences Int'l (Holdings) Inc., the ultimate parent of DEFJ, disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.
Transcode Therapeutics reporting persons DEFJ, LLC and CK Life Sciences Int'l. (Holdings) Inc. report initial beneficial ownership consisting of Series A and Series B Non-Voting Convertible Preferred Stock convertible into 11,813,859 and 2,020,582 shares of Common Stock, respectively, plus 300,040 Common shares. The preferred stock is convertible at any time at a 10,000-to-1 ratio into Common Stock and has no expiration date. CK Life Sciences disclaims Section 16 beneficial ownership except to the extent of its pecuniary interest.
TransCode Therapeutics, Inc. has a highly concentrated shareholder base, with DEFJ, LLC and its parent CK Life Sciences Int'l., (Holdings) Inc. reporting beneficial ownership of 14,134,481 shares of common stock, representing 83.9% of the outstanding common stock based on 3,017,306 shares outstanding as of July 23, 2026.
DEFJ’s position includes 300,040 common shares held previously, plus shares received from converting preferred stock: on August 3, 2026 it converted 1,181.3859 Series A Non-Voting Convertible Preferred into 11,813,859 common shares and 202.0582 Series B into 2,020,582 common shares, following an earlier July 23, 2026 conversion of 21.6755 Series B into 216,755 common shares. On August 3, 2026 the company also filed a Second Amended and Restated Certificate of Designation that removes the 60-day notice requirement to change or waive the Beneficial Ownership Limitation, with no additional securities issued in connection with that change; DEFJ then formally waived this limitation and delivered the related conversion notice.
TransCode Therapeutics, Inc. amended the terms of its Series A and Series B Non-Voting Convertible Preferred Stock by filing a Second Amended and Restated Certificate of Designation with the Delaware Secretary of State on August 3, 2026. The change was approved by a majority of preferred holders and the board.
The amendment removes the prior requirement that 60 days’ notice be given to change or waive the beneficial ownership limitation applicable to these preferred shares. No other terms of the preferred stock were changed, and no additional securities were issued or sold in connection with this action.
TransCode Therapeutics, Inc. has a significant shareholder, Unleash Immuno Oncolytics, Inc., which reported beneficial ownership of 300,000 shares of common stock. This represents 9.94% of the outstanding class, with sole voting and sole dispositive power over all 300,000 shares.
TransCode Therapeutics, Inc. shareholder Elena Rosa Braci reported beneficial ownership of common stock. She reported owning 186,236 shares of common stock, representing 6.17% of the class. All of these shares are reported with sole voting and sole dispositive power and no shared power.
TransCode Therapeutics, Inc. (RNAZ) has a beneficial ownership report from investor Daniel Eduardo Katzman, who reports beneficially owning 155,611 shares of the company's common stock, par value $0.0001 per share.
This position represents 5.16% of the outstanding common stock. Katzman reports sole voting power and sole dispositive power over all 155,611 shares, with no shared voting or dispositive power.
DEFJ, LLC and CK Life Sciences Int'l., (Holdings) Inc. report beneficial ownership of 14,134,481 shares of TransCode Therapeutics common stock, including shares issuable upon conversion of preferred stock, representing 83.9% of the class based on 3,017,306 shares outstanding as of July 23, 2026.
On July 27, 2026, DEFJ delivered a notice waiving the Beneficial Ownership Limitation in the Certificate of Designation, effective on the 60th day after the notice, and plans to convert its Series A and Series B Non-Voting Convertible Preferred Stock into common stock, after which DEFJ will be the controlling shareholder. On July 23, 2026, DEFJ converted 21.6755 shares of Series B Preferred Stock into 216,755 common shares.
DEFJ, LLC and its parent CK Life Sciences Int'l., (Holdings) Inc. report updated ownership in TransCode Therapeutics, Inc. following a preferred stock conversion. They now beneficially own 300,040 shares of common stock, representing 9.9% of the common shares outstanding.
On July 17, 2026, DEFJ submitted an irrevocable conversion notice to convert 21.6755 shares of Series B Non-Voting Convertible Preferred Stock into 216,755 common shares, contingent on stockholder approval of two proxy proposals. The conversion was implemented and the shares were issued on July 23, 2026, bringing total common holdings to 300,040 shares based on 3,017,306 common shares outstanding.