false
0001829635
0001829635
2026-04-06
2026-04-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 6, 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)
|
| x |
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
April 6, 2026, TransCode Therapeutics, Inc., a Delaware corporation, (the “Company,” “we,” or “our”)
entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership
(“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $14 million of shares of the Company’s
common stock, par value $0.0001 per share, (“Common Stock”) subject to certain limitations and conditions set forth in the
SEPA, from time to time during the term of the SEPA (the “Commitment Amount”). Sales of the shares of Common Stock to Yorkville
under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any
shares of Common Stock to Yorkville under the SEPA.
Upon
the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, which include, among other things,
(i) having a registration statement registering under the Securities Act of 1933, as amended, (the “Securities Act”) the
resale of the shares of Common Stock issuable under the SEPA (the “Yorkville Registration Statement”), and (ii) no balance
being outstanding under any Convertible Note (as defined below) with certain exceptions, the Company can, at its sole discretion,
direct Yorkville to purchase specified amounts of Common Stock (each such event, an “Advance”) by delivering written notice
to Yorkville (each, an “Advance Notice”) in accordance with the terms of the SEPA. The purchase price per share for each Advance
is set at 97% of the lowest daily volume weighted average price (“VWAP”) during the three consecutive trading days beginning
on the date upon which the Advance Notice is delivered (the “Pricing Period”), with certain exceptions and with the Company
having the option to set a minimum price. While there is no mandatory minimum amount of Common
Stock the Company is required to direct Yorkville to purchase pursuant to any single Advance Notice, an Advance Notice may not direct
Yorkville to purchase a number of shares of Common Stock exceeding the greater of (i) 100% of the average of the daily trading volume
of the Common Stock on The Nasdaq Capital Market (“Nasdaq”) during the five consecutive trading day-period immediately preceding
an Advance Notice and (ii) 500,000 shares of Common Stock. Actual sales of Common Stock to
Yorkville as Advances under the SEPA will depend on a variety of factors to be determined by the Company in its sole discretion, from
time to time, which may include, among other things, market conditions, the trading price of the Common Stock and determinations by the
Company as to appropriate sources of funding for the Company’s business and operations.
In connection with the SEPA, and subject to the conditions set forth
therein, Yorkville has also agreed to advance to the Company up to $6.0 million, less certain amounts as described below, to be paid in
two tranches (each, a “Pre-Paid Advance” and, together, the “Pre-Paid Advances”), in exchange for the Company’s
issuance to Yorkville of convertible promissory notes (each, a “Convertible Note” and, together, the “Convertible Notes”).
Pursuant to the Convertible Notes and the SEPA, Yorkville may convert all or any portion of the outstanding principal amount, accrued
and unpaid interest and other amounts outstanding under the Convertible Notes into shares of Common Stock, at any time and from time to
time during the term of the Convertible Notes as described below.
The first Pre-Paid Advance in the amount of $1.0 million is conditioned
upon the Company filing its Annual Report on Form 10-K for the year ended December 31, 2025 on or prior to April 15, 2025 (“Form
10-K”) and will be disbursed to the Company concurrently with the Company’s filing of its Form 10-K. In exchange for the first
Pre-Paid Advance, the Company will issue to Yorkville a Convertible Note in the principal amount of $1.0 million (the “First Convertible
Note”), which will be issued with a purchase price discount of 5.0% (or $50,000). The First Convertible Note is convertible into
Common Stock at the lower of (i) a fixed conversion price equal to 115% of the VWAP of the Company’s Common Stock on the day prior
to the issuance of the First Convertible Note and (ii) 95% of the lowest daily VWAP during the seven consecutive trading days immediately
preceding the conversion date, but in no event lower than 20% of last reported trading price of the Company’s Common Stock on Nasdaq
as quoted by Bloomberg (the “First Convertible Note Conversion Price”) as of the trading day immediately prior to the date
of the SEPA (the “Floor Price”). After the purchase price discount, the Company expects to receive gross proceeds of $950,000
pursuant to the First Convertible Note.
The second tranche of the Pre-Paid Advance, in the amount of $5.0 million,
will be disbursed to the Company in exchange for the issuance to Yorkville of a Convertible Note in the principal amount of $5.0 million
(the “Second Convertible Note”). The Second Convertible Note will be issued with a purchase price discount of 5.0% (or $250,000)
and will be convertible into Common Stock at the lower of (i) a fixed conversion price equal to 115% of the VWAP of the Company’s
Common Stock on the day prior to the issuance of the Second Convertible Note and (ii) 95% of the lowest daily VWAP during the seven consecutive
trading days immediately preceding the conversion date, but in no event lower than Floor Price (the “Second Convertible Note Conversion
Price, and together with the First Convertible Note Conversion Price, the “Conversion Price”). The Second Convertible Note
will be issued on the second trading day after the later of (i) the Yorkville Registration Statement described above first becoming effective
under the Securities Act, (ii) the Company’s receipt of the requisite stockholder approval to issue shares of Common Stock to Yorkville
under the SEPA in excess of the Exchange Cap (defined below), and (iii) the approval by Nasdaq of
the Initial Listing Application required under Nasdaq Listing Rules 5110 and 5635(b). After the purchase price discount, the Company
expects to receive gross proceeds of $4,750,000 pursuant to the Second Convertible Note.
Interest on the outstanding balances of the Convertible Notes will
accrue at an annual rate of 5.0%, subject to an increase to 18% upon an event of default as described below. The maturity date of the
First Convertible Note will be on the 18-month anniversary of the date upon which the First Convertible Note was issued. The maturity
date of the Second Convertible Note will be the 18-month anniversary of the date upon which the Second Convertible Note is issued. The
applicable maturity date of each Convertible Note may be extended by the Company, at its option, for a period of six months on two occasions
by providing written notice to Yorkville. On the applicable maturity date, any portion of the outstanding principal amount and accrued
and unpaid interest that remains outstanding on such Convertible Note will automatically be converted at the then applicable Conversion
Price, provided that if any Equity Condition (as defined in the Convertible Notes ) is not satisfied, the applicable maturity date will
be automatically extended until all Equity Conditions have been satisfied.
Upon an event of default under the Convertible Notes, which includes,
among other things, payment defaults not cured within five (5) days, certain bankruptcy events, certain changes in control transactions
unless the outstanding obligations are repaid at closing or Yorkville consents, failure to timely deliver shares, specified cross-defaults
exceeding $500,000, late SEC periodic reports, trading suspensions of ten (10) consecutive trading days, and material covenant breaches
not cured within the applicable period, the interest rate shall increase to 18% per annum and, at Yorkville’s election or automatically
upon certain insolvency events, the full outstanding amount, together with a 10% payment premium and all accrued interest and other amounts
owing, shall become immediately due and payable.
The sale and issuance of shares under the SEPA, including pursuant
to the conversion of the Convertible Notes at Yorkville’s option and the sale of shares of Common Stock at the option of the Company,
is subject to an exchange cap limiting the total number of shares issuable to Yorkville to 183,301 (19.99% of outstanding shares of Common
Stock before the effective date of the SEPA) (the “Exchange Cap”), unless the Company obtains stockholder approval to exceed
this Exchange Cap (the “Yorkville Issuance Approval”). Additionally, Yorkville cannot own more than 9.99% of the Company’s
outstanding Common Stock at any time, unless it provides written notice of its intention to increase this limit, effective after 65 days.
As consideration for Yorkville’s commitment to purchase Common
Stock at the Company’s direction pursuant to the SEPA, the Company (i) paid to Yorkville a cash “diligence fee” in the
amount of $25,000 and (ii) shall pay a commitment fee in an amount equal to 2.00% of the Commitment Amount (the “Commitment Fee”),
or $280,000, which shall be paid on the earlier of (i) the thirtieth Trading Day following April 6, 2026, or (ii) the initial filing
date of the initial Yorkville Registration Statement (the “Fee Due Date”). The Company may pay the Commitment Fee on the Fee
Due Date either in cash or by issuance to the Investor of such number of Common Shares that is equal to the Commitment Fee divided by
the closing price of the Common Shares as of the Trading Day immediately prior to the Fee Due Date (collectively, the “Commitment
Shares”).
In
connection with the SEPA, the Company and Yorkville entered into a Registration Rights Agreement dated as of April 6, 2026, (the
“Yorkville Registration Rights Agreement”) pursuant to which the Company agreed to file the Yorkville Registration Statement
with the SEC by April 30, 2026, and to use commercially reasonable efforts to cause such registration statement to be declared
effective by the SEC within 90 days of the effective date of the SEPA. The Company also granted Yorkville customary piggyback registration
and indemnification rights and entered into customary issuer covenants.
The SEPA and the Yorkville Registration Rights Agreement contain customary
representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants
contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the
parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the SEPA, the Convertible
Notes and Yorkville Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the SEPA, the Convertible Notes and the Yorkville Registration Rights Agreement, copies of which are filed as Exhibits 10.1,
4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this
Current Report is incorporated by reference into this Item 3.02.
Acquisition PIK Dividend
As previously disclosed by the Company, on October 8, 2025, the
Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited
liability company (“DEFJ”), pursuant to which the Company acquired 100% of the issued and outstanding membership interests
of ABCJ, LLC, a Delaware limited liability company (“ABCJ”) (such transaction, the “Acquisition”). Prior to the
Acquisition, ABCJ was a wholly owned subsidiary of DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int’l., (Holdings)
Inc., a listed entity on the Main Board of the Hong Kong Stock Exchange.
Under the terms of the Purchase Agreement, upon the consummation of
the Acquisition, which occurred concurrently with the execution of the Purchase Agreement, in exchange for all of the membership interests
of ABCJ, the Company issued to DEFJ an aggregate of (i) 83,285 shares of Common Stock, and (ii) 1,152.9568 shares of the Company’s
Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”). Tungsten Advisors
(through its broker-dealer, Finalis Securities LLC) (“Tungsten”) acted as the financial advisor to the Company in connection
with the Acquisition. As partial compensation for services rendered by Tungsten, the Company issued to Tungsten and its affiliates and
designees an aggregate of 59.2255 shares of Series A Preferred Stock.
Pursuant to the Purchase Agreement and the Amended and Restated Certificate
of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the “Certificate
of Designation”) filed with the Secretary of State of Delaware on October 27, 2025, holders of Series A Preferred Stock were
entitled to receive, and the Company was required to pay, payment-in-kind dividends on each share of Series A Preferred Stock (the “PIK
Dividend”), accruing at a rate equal to 5% per annum payable in shares of Series A Preferred Stock 180 days after the date of the
original issuance of such Series A Preferred Stock. On April 6, 2026, the Company issued as a PIK Dividend, 28.4291 shares of Series
A Preferred Stock to DEFJ and 1.4604 shares of Series A Preferred Stock to Tungsten.
The securities
to be issued as described in Item 1.01 and the PIK Dividend to be issued pursuant to the Certificate of Designation will be issued to
accredited investors (as such term is defined in Rule 501(a) of Regulation D under the Securities Act) in transactions not involving any
public offering in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The
securities issued pursuant to the SEPA and the PIK Dividend have not been registered under the Securities Act and none of such
securities may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act
and any applicable state securities laws.
Neither this Current
Report on Form 8-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy any
securities of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On April 6, 2026, the Company issued a press
release announcing its entering into the transactions with Yorkville, as described more fully in Item 1.01 of this Current Report on Form
8-K.
The information in Item 7.01 of this Current Report
on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report
on Form 8-K shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Important Information and Where to Find It
The Company expects to file a proxy statement
with the SEC regarding the approval of the issuance of Common Stock pursuant to the SEPA in excess of the Exchange Cap (the “Yorkville
Issuance Proposal”). The definitive proxy statement will be sent to all Company stockholders. Before making any voting decision,
investors and securityholders of the Company are urged to read the proxy statement and all other relevant documents filed or that will
be filed with the SEC in connection with the stockholder meeting at which the Yorkville Issuance Proposal will be voted upon as such documents
become available because they will contain important information about the Yorkville Issuance Proposal to be voted upon. Investors and
securityholders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed
with the SEC by the Company through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
The Company and its respective directors, executive
officers, and employees may be deemed to be participants in the solicitation of proxies in respect of the Yorkville Issuance Proposal.
Information regarding the Company’s directors and executive officers is available in the Company’s Definitive Proxy Statement
filed with the SEC on July 15, 2025, under “Proposal No. 1 - Election of Directors” and in this Current Report on Form
8-K. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
|
Description |
| 4.1* |
|
Form of Convertible Promissory Notes issued to YA II PN, Ltd. |
| |
|
|
| 4.2* |
|
Registration Rights Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd. |
| |
|
|
| 10.1* |
|
Standby Equity Purchase Agreement, dated as of April 6, 2026, between TransCode Therapeutics, Inc. and YA II PN, Ltd. |
| |
|
|
| 99.1 |
|
Press Release of TransCode Therapeutics, Inc., dated April 6, 2026 (furnished herewith). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Certain annexes, schedules and exhibits have
been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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/ Thomas A. Fitzgerald |
| |
Name: |
Thomas A. Fitzgerald |
| |
Title: |
Chief Financial Officer and Secretary |
| April 7, 2026 |
|
|
Exhibit 99.1
TransCode Therapeutics Enters into Agreements for up to $20 Million
Flexible Financing, Extending Company’s Runway into Late 2027/Early 2028
BOSTON, April 7, 2026 – TransCode Therapeutics, Inc.
(NASDAQ: RNAZ, the “Company”), a clinical stage company pioneering immuno-oncology and RNA for the treatment of high risk
and advanced cancer, today announced that it has entered into an agreement with an institutional healthcare investor for financing of
up to $20 million. The arrangement comprises pre-paid advances of up to $6 million and a three-year Standby Equity Purchase Agreement
(SEPA) providing the Company the right to sell up to $14 million of its common stock to the investor, subject to certain conditions.
“The financing agreement provides TransCode with financial flexibility
and ensures that TransCode can maintain operational momentum as we conduct our Phase 2a trial for our lead clinical program, TTX-MC138,”
said Dr. Philippe P Calais, Pharm.D., Ph.D., Chairman and CEO of TransCode. “This runway extension should enable the Company
to complete the Phase 2a study and subsequently explore a strategic collaboration for the program,” said Tom Fitzgerald, CFO of
TransCode.
About TTX-MC138
TTX-MC138 is a first-in-class therapeutic candidate designed to inhibit
microRNA-10b, or miR-10b, a microRNA widely believed to be critical to the emergence and progression of many metastatic cancers. TransCode's
Phase 0 clinical trial produced evidence of delivery of a radiolabeled version of TTX-MC138 to metastatic lesions and pharmacodynamic
activity, even at a microdose of the drug candidate, suggesting a broad therapeutic window for TTX-MC138. In the Company’s Phase
1a clinical trial, TTX-MC138 met its safety endpoint and was well tolerated by patients. A Phase 2a clinical trial with TTX-MC138 is expected
to begin in the second quarter 2026.
About the Financing Transaction
The pre-paid advance will be evidenced by convertible promissory
notes priced at 95% of face value. TransCode will issue a $1 million principal amount note concurrently with the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025, and, subject to certain closing conditions, will issue an
additional $5 million principal amount note upon shareholder approval of the transaction as required by Nasdaq rules. The advance
will accrue interest at a simple annual rate of 5% and may be converted into TransCode’s common stock.
Upon conversion or repayment of the convertible notes, TransCode at
its option may sell up to $14 million of its common stock to the investor under terms specified in the financing agreement.
The financing agreement can be found in TransCode’s Form 8-K
filed with the U.S Securities and Exchange Commission.
Tungsten Advisors acted as the Sole Placement Agent.
About TransCode Therapeutics
TransCode
Therapeutics, Inc. is a clinical stage company pioneering immuno-oncology and RNA for the treatment of high risk and advanced
cancer. The Company's lead therapeutic candidate, TTX-MC138, is focused on treating metastatic tumors that overexpress microRNA-10b, a
unique, well-documented biomarker of metastasis. In addition, TransCode has a portfolio of other first-in-class therapeutic candidates
designed to mobilize the immune system to recognize and destroy cancer cells.
Forward-Looking Statements
This release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements
concerning TransCode’s technology and collaborations, statements concerning the therapeutic potential of TransCode’s TTX-MC138
and other therapeutic candidates, and statements concerning the expected proceeds from the financing. Any forward-looking statements in
this press release 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. All information in this press release is as of the date of this release; TransCode
undertakes no duty to update this information unless required by law.
For more information and partnering
opportunities, please contact:
TransCode Therapeutics, Inc.
Tania Montgomery, VP of Business Development
tania.montgomery@transcodetherapeutics.com
