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.
DEFJ, LLC and its affiliate CK Life Sciences Int'l., (Holdings) Inc. report beneficial ownership of 83,285 shares of TransCode Therapeutics common stock, representing 8.8% of the class, based on 950,302 shares outstanding as of May 12, 2026.
They also hold Series A and Series B Non-Voting Convertible Preferred Stock that is convertible into an additional 11,813,859 and 2,237,337 common shares, respectively, which are excluded from reported beneficial ownership. On July 17, 2026, DEFJ submitted an irrevocable conversion notice stating that, contingent on stockholder approval of Proposals 1 and 2 at the 2026 annual meeting, it will convert 21.6755 Series B preferred shares into 216,755 common shares on the third business day after approval, targeting approximately 9.99% ownership.
TransCode Therapeutics, Inc. amended and restated the certificate of designation for its Series C Non-Voting Convertible Preferred Stock to increase the beneficial ownership limitation from 4.99% to 9.99%.
On July 16, 2026, after approval by the board and a majority of Series C holders, the company filed the amended and restated certificate with the Delaware Secretary of State. Aside from correcting scrivener’s errors, it made no other changes, and no additional securities were issued or sold.
TransCode Therapeutics opened its 2026 annual stockholder meeting and immediately adjourned it until July 20, 2026 at 9:30 a.m. Eastern Time. The delay is for administrative reasons tied to Nasdaq Listing Rule 5110(a), which requires Nasdaq to complete and approve TransCode’s initial listing application before stockholders vote on Proposal 1.
Proposal 1 concerns approval of converting the company’s Series A and Series B Non-Voting Convertible Preferred Stock into common stock. The record date to determine who may vote remains May 28, 2026, and previously submitted votes stay valid unless changed. TransCode will continue soliciting proxies and encourages remaining stockholders of record to vote before the reconvened meeting.
TransCode Therapeutics, Inc. furnished a new investor presentation as part of a Form 8-K. On June 18, 2026, the company posted this presentation on its website for use with investors, analysts, collaborators, vendors and other third parties.
The presentation is attached as Exhibit 99.1 and is provided under Item 7.01 as furnished information, meaning it is not deemed filed for liability purposes under the Exchange Act or automatically incorporated into Securities Act filings.
TransCode Therapeutics reported results from a Phase 1a dose-escalation trial of its lead candidate TTX-MC138 in metastatic cancer. The study met its primary endpoint, showing a favorable safety profile with no dose-limiting toxicities across four escalating dose cohorts up to 4.8mg/kg.
Sixteen patients received 86 total doses, with a median treatment duration of 11.3 weeks over 2 to 20 cycles. Fourteen patients were evaluable for tumor response, and 9 of them, or 64%, achieved stable disease lasting at least six months, indicating durable disease control in this advanced population.
Based on these data, TransCode selected 4.8mg/kg as the recommended Phase 2a dose and is advancing TTX-MC138 into a Phase 2a trial in circulating tumor DNA-positive colorectal cancer after curative-intent therapy. Three patients remain on study, including one thyroid cancer patient with a marked drop in thyroglobulin and 12 months of stable disease.
TransCode Therapeutics is asking stockholders at its July 2, 2026 virtual annual meeting to approve several equity-related and governance items tied to recent strategic deals and its pipeline.
Key proposals seek Nasdaq-required approval to issue common stock upon conversion of Series A, B and C non-voting preferred shares issued in the Polynoma and Unleash transactions, and for shares issuable under a Standby Equity Purchase Agreement and related convertible notes with Yorkville. Stockholders are also asked to elect six directors, increase the 2021 Stock Option and Incentive Plan share pool by 1,734,262 shares, ratify the auditor, and allow potential adjournment to solicit more proxies.
The proxy describes the DEFJ-funded Polynoma acquisition and $25 million preferred investment, a CVR structure granting holders 50% of certain future milestone proceeds over seven years, the Unleash oncolytic immunotherapy license funded via 1,136,364 shares of Series C preferred stock, and the Yorkville facility providing up to $14 million in equity financing plus up to $6 million in prepaid advances through convertible notes.
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.