TransCode Therapeutics (NASDAQ: RNAZ) raises MGH patent milestones

Rhea-AI Filing Summary

TransCode Therapeutics, Inc. entered into a Second Amendment to its Exclusive Patent License Agreement with The General Hospital Corporation d/b/a Massachusetts General Hospital, effective August 15, 2025. The amendment updates the timelines for pre-sales requirements for Patent Family 1 and Patent Family 2 covered under the MGH License, adjusting when certain development or commercial benchmarks must be met. It also increases the aggregate dollar amount of one-time milestone payments the company will pay the licensor upon specified milestones from $1,550,000 to $2,950,000 for each patent family and revises the individual therapeutic product- or process-related milestone payment amounts. The full contract language will be included as an exhibit to the company’s Form 10-Q for the quarter ended September 30, 2025.

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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

FAQ

What did TransCode Therapeutics (RNAZ) announce in this 8-K?

TransCode Therapeutics reported that it entered into a Second Amendment to its Exclusive Patent License Agreement with The General Hospital Corporation d/b/a Massachusetts General Hospital, modifying pre-sales timelines and milestone payment terms for two licensed patent families.

How are milestone payments changing under the updated MGH license for RNAZ?

The aggregate dollar amount of one-time milestone payments payable upon certain milestones increased from $1,550,000 to $2,950,000 for each patent family, and the individual therapeutic product- or process-related milestone payment amounts were updated.

Which patents are affected by TransCode Therapeutics’ Second Amendment?

The changes affect Patent Family 1 and Patent Family 2 as defined in the MGH License, including updated timelines for their pre-sales requirements and revised milestone economics.

When is the Second Amendment to the MGH License effective for TransCode Therapeutics?

The Second Amendment is stated to be effective as of August 15, 2025, even though the parties entered into it on September 30, 2025.

Where can investors find the full text of TransCode Therapeutics’ Second Amendment?

The company plans to file the complete text of the Second Amendment to Exclusive Patent License Agreement as an exhibit to its Form 10-Q for the quarter ended September 30, 2025.

Who is TransCode Therapeutics’ licensor under the amended patent license?

The licensor is The General Hospital Corporation d/b/a Massachusetts General Hospital, which granted TransCode Therapeutics the exclusive patent license originally dated October 26, 2018.