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. (RNAZ) paid Yorkville $840,975 on October 1, 2026, under a waiver tied to the Convertible Notes. The payment comprised $759,000 of outstanding principal, a $75,900 prepayment premium and $6,075 of accrued interest; approximately $4.1 million of principal remains outstanding. Yorkville waived any Amortization Event that may have occurred on or before September 30, 2026, and any that may occur through October 31, 2026. From September 11 through September 30, daily VWAP was below the $1.72 Floor Price on 10 of 14 trading days.
If an Amortization Event occurs, monthly payments to Yorkville begin on the seventh trading day after the event. Each payment includes 18% of principal outstanding on the event date, or the outstanding principal if that amount is lower, plus 10% of the principal amount being paid and accrued unpaid interest. Payments continue until principal is repaid or the obligation ceases after daily VWAP is greater than the Floor Price for 10 consecutive trading days, unless another Amortization Event occurs. Under the related Standby Equity Purchase Agreement, TransCode may sell up to $14 million of common stock, and Yorkville agreed to advance up to $6.0 million in two tranches in exchange for the notes.
TransCode Therapeutics, Inc. (RNAZ) reported updated Phase 1a results for its anti-miR-10b candidate TTX-MC138, with data cutoff September 1, 2026. By investigator assessment, 10 of 14 efficacy-evaluable patients (71.4%) had stable disease as their best overall response. Disease control rates were 57.1% at Cycle 3 Day 1 and 35.7% at Cycle 6 Day 1. Six of 14 patients were progression-free at three months; three of 14 were progression-free at six months, three of 14 at nine months and three of 14 at 12 months.
The company reported no dose-limiting toxicities and no treatment-emergent adverse events leading to discontinuation, including at the highest evaluated dose of 4.8 mg/kg. As of September 1, 2026, 98 doses had been administered. Exploratory blood RNA-sequencing findings were described as hypothesis-generating and requiring confirmation in larger studies. TransCode is evaluating dose-expansion strategies and expects to incorporate the updated findings into a clinical study report addendum.
Transcode Therapeutics, Inc. (RNAZ) has an initial insider ownership report on file for John A. Tattory, who serves as Interim CFO. The Form 3 lists him as an officer but shows no reportable holdings or transactions in Transcode Therapeutics securities at the time of filing. The filing also references an Exhibit 24 Power of Attorney related to this reporting.
Transcode Therapeutics, Inc. (RNAZ) reported that its Chief Financial Officer, Thomas A. Fitzgerald, received a grant of 185,000 stock options on September 9, 2026. These options have an exercise price of $1.78 per share and will vest in twelve equal monthly installments following the grant date, expiring on September 8, 2036.
TransCode Therapeutics, Inc. (RNAZ) reported that its Chief Financial Officer, principal financial officer, principal accounting officer and director, Thomas A. Fitzgerald, resigned from all roles effective September 9, 2026, with the company stating his Board resignation was not due to any disagreement over operations, policies or practices.
Under a Separation and Transition Services Agreement, TransCode agreed to provide up to $1,250,000 in severance, including a lump sum, monthly payments over 12 months, and an additional amount contingent on future “Qualified Funding” of up to $10.0 million. All of Mr. Fitzgerald’s outstanding equity awards become fully vested and exercisable through their original terms, and he receives a new option for 185,000 shares vesting over 12 months, with accelerated vesting tied to funding thresholds or a sale event. The company will also cover COBRA or Medicare premiums for up to 12 months, and Mr. Fitzgerald will provide transitional services. John Tattory, a Managing Director at Stout Risius Ross, LLC, was appointed Interim CFO, principal financial officer and principal accounting officer effective September 9, 2026, serving as a consultant at an agreed hourly rate.
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.