RNAZ sets CVR terms with Vstock: 50% net proceeds, quarterly

Rhea-AI Filing Summary

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.

Insights

Biotech capital structure analyst

CVR terms finalized: 50% net proceeds, 7-year horizon.

TransCode Therapeutics confirmed its CVR framework effective October 8, 2025, appointing Vstock Transfer, LLC as rights agent. Stockholders of record at 5:00 p.m. ET on October 20, 2025 receive one CVR per share, tying future cash distributions to specified payments.

Each CVR allocates, in aggregate, 50% of Net Proceeds from any Upfront or Milestone payments received in a quarter. Payouts occur quarterly and permit deductions for certain taxes and defined out‑of‑pocket costs, which may reduce distributable amounts depending on expenses incurred.

Oversight includes audit/enforcement rights by the rights agent and CVR holders owning at least 40% of outstanding CVRs. Transfer is restricted under the agreement, and the term spans seven years; actual cash flows depend on whether qualifying payments are received.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

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. 2 (the “Amendment No. 2”) to its Current Report on Form 8-K originally filed with the Securities and Exchange Commission (the “SEC”) on October 8, 2025, as amended by its Amendment No. 1 to the Current Report on Form 8-K/A filed with the SEC on October 8, 2025 (as amended, the “Prior Form 8-K”) to report the effective date of the CVR Agreement (as defined below) and to report a change in the rights agent. For convenience, the Company has repeated the “Contingent Value Rights Agreement” subsection of Item 1.01 of the Prior Form 8-K below with updated information. In addition, the executed version of the CVR Agreement is filed as Exhibit 10.1 hereto. Except as stated in this Explanatory Note, this Amendment No. 2 does not otherwise change or update the disclosure set forth in Item 1.01 of the Prior Form 8-K, and should be read in conjunction with the Prior Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

Contingent Value Rights Agreement

Effective as of October 8, 2025, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Vstock Transfer, 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 CVR Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit Number		Description
10.1		Contingent Value Rights Agreement, dated as of October 8, 2025, by and between TransCode Therapeutics, Inc. and Vstock Transfer, LLC.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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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 17, 2025

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FAQ

What did TransCode Therapeutics (RNAZ) announce in this amendment?

It reported the effective date of its Contingent Value Rights Agreement and named Vstock Transfer, LLC as the rights agent.

Who receives CVRs from TransCode Therapeutics (RNAZ) and when is the record time?

Each common stockholder as of 5:00 p.m. Eastern Time on October 20, 2025 receives one CVR per share, subject to the agreement.

How do the TransCode (RNAZ) CVRs pay out?

Each CVR entitles holders, in the aggregate, to 50% of Net Proceeds from any Upfront or Milestone payments received in a calendar quarter.

How often are CVR distributions made for TransCode (RNAZ)?

Distributions are made quarterly and are subject to deductions, including certain taxes and specified out-of-pocket expenses.

What is the term and transferability of the TransCode (RNAZ) CVRs?

The CVRs have a seven-year term and are generally non-transferable except as permitted by the agreement.

Who has audit and enforcement rights under TransCode’s CVR Agreement?

The rights agent and holders of at least 40% of outstanding CVRs have audit and enforcement rights on behalf of all holders.

Which rights agent is named in TransCode Therapeutics’ CVR Agreement?

Vstock Transfer, LLC is the rights agent under the CVR Agreement effective October 8, 2025.