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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.
| 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) |
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 |
|
|
