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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 1, 2026
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)
|
| ¨ |
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.
| Item 1.01 | Entry into a Material Definitive Agreement |
As previously disclosed
by TransCode Therapeutics, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on April 7, 2026, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA
II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”) dated as of April 6, 2026, pursuant to which the Company
has the right to sell Yorkville up to $14 million of shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”). In connection with the SEPA, Yorkville also agreed to advance the Company up to $6.0 million, less certain amounts, to
be paid in two tranches, in exchange for the Company’s issuance to Yorkville of convertible promissory notes (each, a “Convertible
Note” and, together, the “Convertible Notes”). Under the terms of the Convertible Notes, an “Amortization Event”
is deemed to occur if the daily VWAP (as defined in the Convertible Notes) of the Common Stock is less than $1.72 (the “Floor Price”)
for five trading days during a period of seven consecutive trading days (a “Floor Price Event”). From September 11, 2026 to
September 30, 2026, the daily VWAP of the Common Stock was less than the Floor Price for 10 trading days out of 14 trading days.
On October 1, 2026, the
Company and Yorkville executed a waiver, in which the Company agreed to make a prepayment of $840,975 in accordance with Section 1(f)
of the Convertible Notes (the “Prepayment”), which amount includes payment of $759,000 outstanding principal of the Convertible
Notes, $75,900 prepayment premium and $6,075 of accrued interest. In consideration for the Prepayment, Yorkville agreed to waive the occurrence
of any Amortization Event that may be deemed to have occurred on or prior to September 30, 2026 and to waive any Amortization Event that
may be deemed to occur through October 31, 2026. On October 1, 2026, the Company made the Prepayment. Following the Prepayment, the aggregate
principal amount outstanding under the Convertible Notes is approximately $4.1 million.
Pursuant to the terms
of the Convertible Notes, upon the occurrence of an Amortization Event, the Company would be obligated to make monthly payments to Yorkville
beginning on the seventh trading day after the date upon which the Amortization Event occurred and continuing on the same day of each
successive calendar month in an amount equal to the sum of (i) 18% of the outstanding principal of the Convertible Notes as of the Amortization
Event Date (or the outstanding principal if less than such amount), plus (ii) 10% of the principal amount being paid in respect of such
Amortization Principal Amount, plus (iii) all accrued and unpaid interest thereunder as of each payment date. Such monthly payments would
be required to be made until the entire outstanding principal amount of the Convertible Notes has been repaid, or the obligation of the
Company has ceased because the daily VWAP is greater than the Floor Price for 10 consecutive trading days, unless a subsequent Amortization
Event occurs.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement |
The information set forth
in Item 1.01 of this Current Report is incorporated herein by reference.
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/ Philippe P.
Calais |
| |
Name: | Philippe P. Calais |
| |
Title: | Chief Executive Officer |
October 1, 2026
