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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): September 30, 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)
|
| ¨ |
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. |
On September 30, 2025, TransCode Therapeutics, Inc. (the “Company”)
and The General Hospital Corporation d/b/a Massachusetts General Hospital (the “Licensor”) entered into the Second Amendment
to Exclusive Patent License Agreement (the “Second Amendment”) to that certain Exclusive Patent License Agreement, dated October
26, 2018, and amended by the First Amendment to Exclusive Patent License Agreement, dated October 30, 2020, (as so amended, the “MGH
License”). Pursuant to the Second Amendment, effective August 15, 2025, the timelines for the pre-sales requirements for Patent
Family 1 (as defined in the MGH License) were updated, and the requirements and timelines for the pre-sales requirements for Patent Family
2 (as defined in the MGH License) were updated. In addition, the aggregate dollar amount of one-time milestone payments the Company shall
pay the Licensor upon certain milestones was increased from $1,550,000 to $2,950,000 for each patent family; and the individual amounts
for therapeutic product- or processes-related milestone payments were updated.
The foregoing description of the Second Amendment does not purport
to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Second Amendment, which will
be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2025.
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.
| Date: October 3, 2025 |
TransCode Therapeutics, Inc. |
| |
|
| By: |
/s/ Thomas A. Fitzgerald |
| |
|
Thomas A. Fitzgerald |
| |
|
Interim Chief Executive Officer; Chief Financial Officer |
