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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 13, 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 or to be 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 8.01 Other Events.
On October 14, 2025, TransCode Therapeutics,
Inc. (“TransCode”) issued a press release announcing completion of its Phase 1a clinical trial with TTX-MC138. A copy of
this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the related poster is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the timing,
conduct and results of TransCode’s Phase 1a clinical trial, TransCode’s Phase 2a clinical trial, and TransCode’s Phase
2 clinical trial, statements about microRNAs and their involvement in cancer, and statements concerning the therapeutic potential of
TransCode's TTX-MC138 and other therapeutic candidates. Any forward-looking statements in this Current Report on Form 8-K are based on
management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results
to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to: the risks associated with drug discovery and development; the risk that the results of clinical trials
will not be consistent with TransCode's preclinical studies or expectations or with results from previous clinical trials; risks associated
with the conduct of clinical trials; risks associated with TransCode's financial condition and its need to obtain additional funding to
support its business activities, including TransCode's ability to continue as a going concern; risks associated with the timing and outcome
of TransCode's planned regulatory submissions; risks associated with obtaining, maintaining and protecting intellectual property; risks
associated with TransCode's ability to enforce its patents against infringers and defend its patent portfolio against challenges from
third parties; risks of competition from other companies developing products for similar uses; risks associated with TransCode's dependence
on third parties; and risks associated with geopolitical events and pandemics, including the COVID-19 coronavirus and military actions.
For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause TransCode's actual
results to differ from those contained in or implied by the forward-looking statements, see the section entitled "Risk Factors"
in TransCode's Annual Report on Form 10-K for the year ended December 31, 2024, as well as discussions of potential risks, uncertainties
and other important factors in any subsequent TransCode filings with the Securities and Exchange Commission. Forward-looking statements
reflect TransCode’s analysis only on their stated date; TransCode undertakes no duty to update this information unless required
by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release, dated October 14, 2025 |
| |
|
| 99.2 |
Poster, dated October 13, 2025 |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. |
| |
|
| Date: October 14, 2025 | By: |
/s/ Philippe Calais |
| |
|
Philippe Calais |
| |
|
Chief Executive Officer |
