TransCode boosts Series C ownership cap to 9.99%
TransCode Therapeutics, Inc. amended and restated the certificate of designation for its Series C Non-Voting Convertible Preferred Stock to increase the beneficial ownership limitation from 4.99% to 9.99%.
Rhea-AI Filing Summary
TransCode Therapeutics, Inc. amended and restated the certificate of designation for its Series C Non-Voting Convertible Preferred Stock to increase the beneficial ownership limitation from 4.99% to 9.99%.
On July 16, 2026, after approval by the board and a majority of Series C holders, the company filed the amended and restated certificate with the Delaware Secretary of State. Aside from correcting scrivener’s errors, it made no other changes, and no additional securities were issued or sold.
Positive
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Negative
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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
Prior beneficial ownership limit: 4.99%
New beneficial ownership limit: 9.99%
Par value per Series C share: $0.0001
+2 more
5 metrics
Prior beneficial ownership limit
4.99%
Previous beneficial ownership limitation for Series C Preferred Stock
New beneficial ownership limit
9.99%
Revised beneficial ownership limitation for Series C Preferred Stock
Par value per Series C share
$0.0001
Par value of Series C Non-Voting Convertible Preferred Stock
Amendment filing date
July 16, 2026
Date the Amended and Restated Certificate of Designation was filed
Licensing agreement date
March 2, 2026
Date of Exclusive Licensing Agreement with Unleash Immuno Oncolytics, Inc.
Key Terms
Amended and Restated Certificate of Designation, Series C Non-Voting Convertible Preferred Stock, beneficial ownership limitation, Exclusive Licensing Agreement, +1 more
5 terms
Amended and Restated Certificate of Designation regulatory
"filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations"
Series C Non-Voting Convertible Preferred Stock financial
"Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock"
beneficial ownership limitation regulatory
"to increase the beneficial ownership limitation applicable to holders of Series C Preferred Stock"
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.
Exclusive Licensing Agreement regulatory
"in connection with the Exclusive Licensing Agreement dated as of March 2, 2026"
An exclusive licensing agreement is a legal deal where the owner of an asset—like a drug formula, technology, or brand—gives one other party the sole right to use, sell, or develop that asset in a defined territory or field. For investors, exclusivity can act like a temporary monopoly: it can boost revenue and competitive edge by preventing rivals from using the same asset, but it also concentrates risk on the licensee’s success and the terms of payments or milestones.
Registration Rights Agreement regulatory
"that certain Equity Issuance and Registration Rights Agreement dated as of March 2, 2026"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
FAQ
What change did TransCode Therapeutics (RNAZ) make to its Series C preferred stock?
TransCode Therapeutics increased the beneficial ownership limitation on its Series C Non-Voting Convertible Preferred Stock from 4.99% to 9.99%, through an amended and restated certificate of designation filed on July 16, 2026.
Did TransCode Therapeutics (RNAZ) issue new securities in this Series C amendment?
No. The company states that the amended and restated certificate of designation resulted in no additional securities being issued or sold. Other than raising the ownership cap and correcting scrivener’s errors, it effected no further changes to the prior certificate.
Who approved the new 9.99% ownership limit at TransCode Therapeutics (RNAZ)?
The company reports that the amendment was approved by the board of directors and by a majority of the holders of its Series C Non-Voting Convertible Preferred Stock before the updated certificate was filed in Delaware.
How is the TransCode Therapeutics (RNAZ) Series C preferred stock connected to Unleash Immuno Oncolytics?
The Series C certificate of designation was originally filed in connection with an Exclusive Licensing Agreement and an Equity Issuance and Registration Rights Agreement dated March 2, 2026, between TransCode Therapeutics and Unleash Immuno Oncolytics, Inc.
Were there substantive economic changes to TransCode Therapeutics (RNAZ) Series C terms?
The company describes changes as increasing the beneficial ownership cap to 9.99% and making only non-substantive corrections to scrivener’s errors. It states that no other changes to the prior certificate were effected.
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