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.
The TransCode Therapeutics, Inc. (NASDAQ: RNAZ) SEC filings page provides direct access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. For a clinical-stage oncology company developing RNA-targeted therapeutics, these documents are a primary source of detailed information on programs such as TTX-MC138 and on corporate transactions that shape the company’s capital structure and pipeline.
Investors can review current reports on Form 8-K describing material events, including the Membership Interest Purchase Agreement and Investment Agreement related to the acquisition of Polynoma and associated financing from a subsidiary of CK Life Sciences. These filings explain the issuance of common and preferred stock, contingent milestone payment obligations, and the structure of non-voting convertible preferred shares tied to future stockholder approvals under Nasdaq rules.
Other 8-K and 8-K/A filings outline the Contingent Value Rights (CVR) Agreement, under which holders of common stock as of a specified record date receive CVRs linked to a portion of net proceeds from potential upfront or milestone payments related to TTX-MC138 partnering transactions. Filings also describe amendments to the certificate of designation for preferred stock, clarifying conversion limits and conditions tied to Nasdaq listing requirements.
Through the company’s proxy statements on Schedule 14A, readers can examine governance and stockholder matters such as director elections, amendments to the 2021 Stock Option and Incentive Plan, auditor ratification, and the company’s status as an emerging growth and smaller reporting company. These documents provide context on equity compensation, voting results, and the framework for future share issuances.
On this page, Stock Titan pairs real-time updates from EDGAR with AI-powered summaries that highlight key points in lengthy filings, helping users quickly understand how new 8-Ks, proxy materials, and other reports may affect TransCode’s RNA oncology programs, ownership structure, and Nasdaq listing. Users can also track insider and significant holder activity where reported through applicable SEC forms.
TransCode Therapeutics, Inc. outlines a year of major pipeline and corporate changes focused on RNA and immuno-oncology therapies for advanced cancers. The company executed four reverse stock splits between 2023 and 2025 and reports 916,968 common shares outstanding as of April 3, 2026, with a non‑affiliate market value of about $6.5 million as of June 30, 2025.
TransCode’s lead candidate TTX‑MC138 completed a Phase 1a trial in advanced solid tumors with 16 patients across four dose levels, meeting its primary safety objective and supporting progression to Phase 2a, including a planned PRE‑I‑SPY collaboration in up to 45 colorectal cancer patients. Earlier, a Phase 0 study showed approximately 66% suppression of circulating microRNA‑10b at 24 hours after a microdose, suggesting on‑target pharmacodynamic activity.
The company acquired ABCJ/Polynoma in October 2025, adding the Seviprotimut‑L melanoma vaccine, and issued 1,152.9568 Series A preferred shares plus 83,285 common shares and up to $95 million in milestones to seller DEFJ. Concurrently, DEFJ invested about $25 million via 223.7337 Series B preferred shares, including $20 million in cash and a $5 million note later repaid. In March 2026, TransCode also licensed Unleash Immuno Oncolytics’ adenovirus platform, issuing 1,136,364 Series C preferred shares, further broadening its cancer pipeline.
TransCode Therapeutics, Inc. entered into a financing arrangement with YA II PN, Ltd. for up to $20 million, combining up to $6 million in pre-paid convertible note advances with a three-year Standby Equity Purchase Agreement allowing sales of up to $14 million of common stock. The first $1 million note funds upon filing the 2025 Form 10-K and the second $5 million note follows effectiveness of a resale registration statement, shareholder approval above a 19.99% exchange cap, and Nasdaq approvals. The notes carry a 5% original issue discount and 5% annual interest, are convertible at a discount to market within a floor price, and mature 18 months from issuance. The company also issued small Series A preferred stock PIK dividends to prior acquisition counterparties and will seek shareholder approval to issue additional shares above the exchange cap.
TransCode Therapeutics, Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 and will use the extension under Rule 12b-25. The delay reflects complex accounting for a suite of October 8, 2025 transactions, including the acquisition of ABCJ, LLC, a private placement of Series B preferred stock totaling approximately $25 million, issuance of contingent value rights (CVRs), and related equity issuances. Management states these Transactions materially affect fourth-quarter 2025 results and requires additional time to finalize valuations and accounting for IPR&D, goodwill, contingent consideration, deferred tax items, preferred shares and potential impairments. The company expects to file within the 12b-25 extension period.
TransCode Therapeutics, Inc. entered into an exclusive, worldwide, fully paid-up, royalty-free licensing agreement with Unleash Immuno Oncolytics, Inc. for a pre-clinical program of three oncolytic immunotherapy drug candidates, including lead asset UIO-524 targeting high‑need solid tumor indications such as muscle-invasive bladder cancer.
As consideration, TransCode agreed to issue 1,136,364 shares of a new Series C Non-Voting Convertible Preferred Stock to Unleash, each share convertible into one share of common stock after stockholder approval under Nasdaq rules and subject to a 4.99% Beneficial Ownership Limitation that holders may later adjust. The company also issued 77,841 Series C Preferred shares to Tungsten Advisors as financial advisory compensation.
The Series C Preferred carries no dividends, has very limited voting rights, and ranks on parity with common stock and existing preferred series in liquidation. TransCode plans to file a Form S‑3 to register the shares covered by the Unleash Registration Rights Agreement and expects to seek stockholder approval for the conversion of the Series C Preferred Stock through a forthcoming proxy statement.
TransCode Therapeutics filed a current report describing a new scientific publication that supports its immuno-oncology platform. The company announced that a manuscript titled “Template-Directed RIG-I Agonist Assembly for Image-guided Targeted Cancer Immunotherapy” was published in the journal Molecular Imaging and Biology.
The preclinical study describes a tumor-selective immunotherapy strategy that activates RIG-I signaling inside cancer cells by using overexpressed oncogenic microRNAs, such as miRNA-21, as intracellular templates. This approach aims to address challenges with RIG-I agonists, including off-target immune activation and inefficient systemic delivery, and is linked to TransCode’s TTX nanoparticle delivery platform, which is already being evaluated in clinical trials.
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.