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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 8, 2025
TRANSCODE
THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40363 |
|
81-1065054 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
TransCode
Therapeutics, Inc.
6
Liberty Square, #2382
Boston, Massachusetts
02109
(Address
of principal executive offices, including zip code)
(857)
837-3099
(Registrant’s
telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, par value $0.0001 per share |
|
RNAZ |
|
The Nasdaq
Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
TransCode Therapeutics, Inc., a Delaware corporation (the “Company”),
is filing this Amendment No. 1 (the “Amendment”) to its Current Report on Form 8-K originally filed with the Securities and
Exchange Commission (the “SEC”) on October 8, 2025 (the “Original Form 8-K”) solely to correct the incorrect
price per share of Series B Preferred Stock (as defined below) which was inadvertently included in Item 1.01 and Exhibit 10.1. For convenience,
the Company has repeated the full text of Item 1.01 of the Original Form 8-K below with corrected information included. In addition, the
corrected version of the Investment Agreement (as defined below) is filed as Exhibit 10.1 hereto and supersedes and replaces in its entirety
Exhibit 10.1 to the Original Form 8-K. Except as stated in this Explanatory Note, this Amendment does not otherwise change or update the
disclosure set forth in the Original Form 8-K.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Membership Interest Purchase Agreement and
Investment Agreement
On
October 8, 2025, the Company entered into a Membership Interest
Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited liability company (“DEFJ”), pursuant
to which the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company
(“ABCJ”) (such transaction, the “Acquisition”). Prior to the Acquisition, ABCJ was a wholly owned subsidiary of
DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int’l., (Holdings) Inc., a listed entity on the Main Board of the
Hong Kong Stock Exchange.
Under the terms of the Purchase Agreement, upon
the consummation of the Acquisition, which occurred concurrently with the execution of the Purchase Agreement (the “Closing”),
in exchange for all of the membership interests of ABCJ outstanding immediately prior to the Closing, the Company issued to DEFJ an aggregate
of (i) 83,285 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which shares represented
9.99% of the shares of Common Stock outstanding immediately prior to the Closing, and (ii) 1,152.9568 shares of the Company’s Series
A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) (as described below).
In addition, the Company has agreed to make up to $95,000,000 in contingent milestone
payments to DEFJ upon the achievement of certain milestones. Each share of Series A Preferred Stock is convertible into 10,000 shares
of Common Stock, as described below. The powers, preferences, rights, qualifications,
limitations and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation (as defined
and described below). The Acquisition is intended to be treated as a taxable exchange for U.S. federal income tax purposes.
Concurrently
with the Acquisition, on October 8, 2025, the Company entered into an Investment Agreement (the “Investment Agreement”) with
DEFJ. Pursuant to the Investment Agreement, DEFJ agreed to purchase, and the Company agreed to issue and sell in a private placement,
an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”
and, together with the Series A Preferred Stock, the “Preferred Stock”), for a price per share of $111,740, for an
aggregate purchase price of approximately $25 million, consisting of a cash subscription amount of approximately $20 million and a promissory
note (the “Promissory Note”) in the aggregate principal amount of approximately $5 million (the “Investment”).
The Promissory Note has a principal amount of approximately $5 million and accrues interest at a rate of 4% per annum, calculated as simple
interest on a 365-day year. The principal and accrued but unpaid interest are due and payable on January 1, 2026 and secured by 44.7467
shares of the Series B Preferred Stock issued to DEFJ. Each share of Series B Preferred Stock is convertible into 10,000 shares of
Common Stock, as described below. The powers, preferences, rights, qualifications,
limitations and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation. The
closing of the Investment is expected to occur on or around October 8, 2025.
Tungsten
Advisors (through its broker-dealer, Finalis Securities LLC) (“Tungsten”) acted as the financial advisor to the Company
in connection with the Acquisition and as placement agent for the Company in connection with the Investment. As partial compensation for
services rendered by Tungsten, the Company issued to Tungsten and its affiliates and designees an aggregate of 59.2255 shares of Series
A Preferred Stock.
The Board of Directors of the Company (the “Board”)
unanimously approved the Purchase Agreement, the Investment Agreement and the related transactions, and the consummation of the Acquisition
and the Investment was not subject to approval by the Company’s stockholders. Pursuant to the Purchase Agreement, the Company has
agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval
of the conversion of the shares of Series A Preferred Stock into shares of Common Stock in accordance with the rules of the Nasdaq Stock
Market LLC (the “Conversion Proposal”) and (ii) the approval of a “change of control” under Nasdaq Listing Rules
5110 and 5635(b) (the “Change of Control Proposal” and, together with the Conversion Proposal, the “Meeting Proposals”).
In connection with these matters, the Company has agreed to file a proxy statement on Schedule 14A with the SEC within 30 days following receipt by the Company of all of the financial statements required to be delivered pursuant
to Section 4.14 and Section 4.2(e) of the Purchase Agreement.
Reference is made to the description of the Preferred
Stock and summary of the Certificate of Designation in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item
1.01 by reference.
The foregoing descriptions of the Acquisition, the Investment, the
Purchase Agreement and the Investment Agreement do not purport to be complete and are qualified in their entirety by reference to the
full text of the Purchase Agreement and Investment Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 10.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
The Purchase Agreement and the Investment Agreement
have been filed herewith to provide investors and securityholders with information regarding their terms. They are not intended to provide
any other factual information about the Company, on the one hand, or DEFJ, ABCJ or OpCo (as defined in the Purchase Agreement), on the
other hand. The Purchase Agreement and the Investment Agreement contain representations, warranties and covenants that the Company and
DEFJ made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely
for purposes of the Purchase Agreement and the Investment Agreement between the Company and DEFJ and may be subject to important qualifications
and limitations agreed to by the Company and DEFJ in connection with negotiating their terms, including being qualified by confidential
disclosures exchanged between the parties in connection with the execution of the Purchase Agreement and the Investment Agreement. Further,
the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed
as material to investors or securityholders. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Purchase Agreement and the Investment Agreement, which subsequent information may or may not be fully
reflected in the Company’s public disclosures.
Contingent Value Rights Agreement
At
or around the Closing, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Equiniti
Trust Company, LLC as rights agent (the “Rights Agent”), pursuant to which each holder of Common Stock as of as of 5:00
p.m. Eastern Time on October 20, 2025, including those holders receiving shares of Common Stock in connection with the
Acquisition, is entitled to one contractual contingent value right (each, a “CVR”) issued by the Company, subject to and
in accordance with the terms and conditions of the CVR Agreement, for each share of Common Stock held by such holder as of such
time. The CVR Agreement has a term of seven years.
When
issued, each CVR will entitle the holders thereof (the “Holders”), in the aggregate, to 50% of the Net Proceeds (as
defined in the CVR Agreement) from any Upfront Payment (as defined in the CVR Agreement) or Milestone Payment (as defined in the CVR Agreement)
received by the Company in a given calendar quarter.
The distributions in respect of the CVRs that
become payable will be made on a quarterly basis and will be subject to a number of deductions, subject to certain exceptions or limitations,
including but not limited to certain taxes and certain out-of-pocket expenses incurred by the Company.
Under
the CVR Agreement, the Rights Agent has, and Holders of at least 40% of the CVRs then-outstanding have, certain rights to audit
and enforcement on behalf of all Holders. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner
transferred or disposed of, in whole or in part, other than as permitted pursuant to the CVR Agreement.
The foregoing description of the CVR Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the CVR Agreement, a copy
of which is included as Exhibit B to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Registration Rights Agreement
On October 8, 2025, in connection with the
Acquisition and Investment, the Company entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with DEFJ. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file a resale
registration statement with the SEC within 75 calendar days following the closing of the Acquisition and the Investment with
respect to the shares of Common Stock and the Common Stock underlying the Preferred Stock issued to DEFJ pursuant to the Acquisition
and the Investment, as well as the Common Stock underlying the up to 28.4291 shares of Series A Preferred Stock issuable to DEFJ as
a one-time payment-in-kind dividend as set forth in the Certificate of Designation described below. The Company will use its
commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. In
addition, the Company granted certain demand and piggy-back registration rights to DEFJ.
The Company has also agreed, among other things,
to indemnify DEFJ and its partners, members, directors, officers, stockholders, legal counsel, accountants and underwriters
and each Person who controls any such holder or underwriter (within the meaning of Section 15 of the Securities Act of 1933, as amended
(the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
The foregoing summary of the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement,
a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Repurchase Agreement
On
October 8, 2025, in connection with the Acquisition, the Company entered into a Repurchase Agreement (the “Repurchase Agreement”)
with DEFJ. The Repurchase Agreement provides that DEFJ has the right, but not an obligation, to, upon the occurrence of certain events
after the Closing, exercise an option to acquire all of the Company’s and its subsidiaries’ rights in and to the membership
interests of ABCJ from the Company, in accordance with the terms and conditions of the Repurchase Agreement.
The foregoing summary of the Repurchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is filed
as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
|
Description |
| 2.1*+ |
|
Membership Interest Purchase Agreement, dated
October 8, 2025, relating to ABCJ, LLC by and between TransCode Therapeutics, Inc. and DEFJ, LLC. |
| |
|
|
| 3.1+ |
|
Certificate of Designation of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated October 8, 2025. |
| |
|
|
| 4.1*+ |
|
Registration Rights Agreement, dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC. |
| |
|
|
| 10.1* |
|
Investment Agreement, dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC. |
| |
|
|
| 10.2+ |
|
Repurchase Agreement, dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC. |
| |
|
|
| 99.1+ |
|
Press Release of TransCode Therapeutics, Inc., dated October 8, 2025. |
| |
|
|
| 99.2+ |
|
Presentation, dated October 8 , 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Certain annexes, schedules and exhibits have
been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+ Previously filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
TRANSCODE THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Thomas A. Fitzgerald |
| |
Name: |
Thomas A. Fitzgerald |
| |
Title: |
Chief Financial Officer and Secretary |
| October 8, 2025 |
|
|
