TransCode Therapeutics updates preferred stock terms
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.
Rhea-AI Filing Summary
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.
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8-K Event Classification
3 items: 3.03, 5.03, 9.01
3 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Par value of Common Stock: $0.0001 per share
Par value of Preferred Stock: $0.0001 per share
Prior notice period: 60 days
+1 more
4 metrics
Par value of Common Stock
$0.0001 per share
Common Stock, par value $0.0001 per share listed on The Nasdaq Capital Market
Par value of Preferred Stock
$0.0001 per share
Series A and Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share
Prior notice period
60 days
Requirement of 60 days’ notice to change or waive the beneficial ownership limitation was removed
Date of Second Amended Certificate
August 3, 2026
Second Amended and Restated Certificate of Designation dated August 3, 2026
Key Terms
Second Amended and Restated Certificate of Designation, beneficial ownership limitation, Non-Voting Convertible Preferred Stock, Emerging growth company
4 terms
Second Amended and Restated Certificate of Designation regulatory
"filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations"
beneficial ownership limitation regulatory
"to remove the requirement of 60 days’ notice to change and/or waive the beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Non-Voting Convertible Preferred Stock financial
"Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock"
A non-voting convertible preferred stock is a share that normally pays a fixed dividend and takes priority over common stock for payouts, but does not grant the holder the right to vote on corporate matters. It can be exchanged later for a set number of common shares, offering the potential to participate in price gains without immediate control—like holding a high-yield loan that can be turned into equity, which matters to investors weighing steady income, upside potential, and possible dilution of ownership.
Emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What corporate action did TransCode Therapeutics (RNAZ) take on August 3, 2026?
TransCode Therapeutics filed a Second Amended and Restated Certificate of Designation for its Series A and Series B Non-Voting Convertible Preferred Stock with the Delaware Secretary of State, after receiving approval from a majority of preferred holders and the board of directors.
What specific change was made to TransCode Therapeutics (RNAZ) preferred stock terms?
The company removed the requirement for 60 days’ notice before changing or waiving the beneficial ownership limitation in Section 6.3.3 applicable to its Series A and Series B Non-Voting Convertible Preferred Stock, while leaving all other provisions in that certificate unchanged.
Did TransCode Therapeutics (RNAZ) issue any new securities in connection with this amendment?
No. The company states that the Second Amended and Restated Certificate of Designation effected no issuance or sale of additional securities. The amendment solely revised the notice requirement relating to the beneficial ownership limitation on the outstanding preferred stock series.
Which securities of TransCode Therapeutics (RNAZ) are affected by the August 3, 2026 amendment?
The change applies to Series A and Series B Non-Voting Convertible Preferred Stock, each with a par value of $0.0001 per share. The amendment concerns the beneficial ownership limitation provisions governing these preferred shares, not the company’s common stock.
Who approved the Second Amended and Restated Certificate of Designation at TransCode Therapeutics (RNAZ)?
Approval came from a majority of the holders of the Preferred Stock (Series A and B) and the company’s Board of Directors. Only after obtaining these approvals did TransCode file the Second Amended and Restated Certificate of Designation in Delaware.
How does the amendment affect the beneficial ownership limitation for TransCode Therapeutics (RNAZ) preferred stock?
The amendment eliminates the 60-day advance notice requirement that previously applied to any change or waiver of the beneficial ownership limitation. The underlying limitation remains referenced, but its modification no longer requires that specific notice period.
AI-generated analysis. How Rhea-AI works. Not financial advice.
