Every 8-K that TransCode Therapeutics, Inc. (RNAZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RNAZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RNAZ filings page.
TransCode Therapeutics, Inc. (RNAZ) paid Yorkville $840,975 on October 1, 2026, under a waiver tied to the Convertible Notes. The payment comprised $759,000 of outstanding principal, a $75,900 prepayment premium and $6,075 of accrued interest; approximately $4.1 million of principal remains outstanding. Yorkville waived any Amortization Event that may have occurred on or before September 30, 2026, and any that may occur through October 31, 2026. From September 11 through September 30, daily VWAP was below the $1.72 Floor Price on 10 of 14 trading days.
If an Amortization Event occurs, monthly payments to Yorkville begin on the seventh trading day after the event. Each payment includes 18% of principal outstanding on the event date, or the outstanding principal if that amount is lower, plus 10% of the principal amount being paid and accrued unpaid interest. Payments continue until principal is repaid or the obligation ceases after daily VWAP is greater than the Floor Price for 10 consecutive trading days, unless another Amortization Event occurs. Under the related Standby Equity Purchase Agreement, TransCode may sell up to $14 million of common stock, and Yorkville agreed to advance up to $6.0 million in two tranches in exchange for the notes.
TransCode Therapeutics, Inc. (RNAZ) reported updated Phase 1a results for its anti-miR-10b candidate TTX-MC138, with data cutoff September 1, 2026. By investigator assessment, 10 of 14 efficacy-evaluable patients (71.4%) had stable disease as their best overall response. Disease control rates were 57.1% at Cycle 3 Day 1 and 35.7% at Cycle 6 Day 1. Six of 14 patients were progression-free at three months; three of 14 were progression-free at six months, three of 14 at nine months and three of 14 at 12 months.
The company reported no dose-limiting toxicities and no treatment-emergent adverse events leading to discontinuation, including at the highest evaluated dose of 4.8 mg/kg. As of September 1, 2026, 98 doses had been administered. Exploratory blood RNA-sequencing findings were described as hypothesis-generating and requiring confirmation in larger studies. TransCode is evaluating dose-expansion strategies and expects to incorporate the updated findings into a clinical study report addendum.
TransCode Therapeutics, Inc. (RNAZ) reported that its Chief Financial Officer, principal financial officer, principal accounting officer and director, Thomas A. Fitzgerald, resigned from all roles effective September 9, 2026, with the company stating his Board resignation was not due to any disagreement over operations, policies or practices.
Under a Separation and Transition Services Agreement, TransCode agreed to provide up to $1,250,000 in severance, including a lump sum, monthly payments over 12 months, and an additional amount contingent on future “Qualified Funding” of up to $10.0 million. All of Mr. Fitzgerald’s outstanding equity awards become fully vested and exercisable through their original terms, and he receives a new option for 185,000 shares vesting over 12 months, with accelerated vesting tied to funding thresholds or a sale event. The company will also cover COBRA or Medicare premiums for up to 12 months, and Mr. Fitzgerald will provide transitional services. John Tattory, a Managing Director at Stout Risius Ross, LLC, was appointed Interim CFO, principal financial officer and principal accounting officer effective September 9, 2026, serving as a consultant at an agreed hourly rate.
TransCode Therapeutics, Inc. amended the terms of its Series A and Series B Non-Voting Convertible Preferred Stock by filing a Second Amended and Restated Certificate of Designation with the Delaware Secretary of State on August 3, 2026. The change was approved by a majority of preferred holders and the board.
The amendment removes the prior requirement that 60 days’ notice be given to change or waive the beneficial ownership limitation applicable to these preferred shares. No other terms of the preferred stock were changed, and no additional securities were issued or sold in connection with this action.
TransCode Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders with 495,162 shares of common stock present in person or by proxy, representing 52.1% of the voting power as of the May 28, 2026 record date, constituting a quorum. Stockholders approved all proposals presented.
Approvals included conversion of the Series A and Series B Preferred Stock into common stock and related issuances, conversion of the Series C Preferred Stock, and issuance of common stock under the SEPA and Convertible Notes. All director nominees were elected, an amendment to the 2021 Stock Option and Incentive Plan was approved, and WithumSmith+Brown, PC was ratified as independent registered public accounting firm for the year ending December 31, 2026. A proposal to permit adjournment of the meeting was approved but not used. Nasdaq approved the company’s Nasdaq Initial Listing Application required under Nasdaq Listing Rules 5110 and 5635(b) in connection with the share-conversion proposals.
TransCode Therapeutics, Inc. amended and restated the certificate of designation for its Series C Non-Voting Convertible Preferred Stock to increase the beneficial ownership limitation from 4.99% to 9.99%.
On July 16, 2026, after approval by the board and a majority of Series C holders, the company filed the amended and restated certificate with the Delaware Secretary of State. Aside from correcting scrivener’s errors, it made no other changes, and no additional securities were issued or sold.
TransCode Therapeutics opened its 2026 annual stockholder meeting and immediately adjourned it until July 20, 2026 at 9:30 a.m. Eastern Time. The delay is for administrative reasons tied to Nasdaq Listing Rule 5110(a), which requires Nasdaq to complete and approve TransCode’s initial listing application before stockholders vote on Proposal 1.
Proposal 1 concerns approval of converting the company’s Series A and Series B Non-Voting Convertible Preferred Stock into common stock. The record date to determine who may vote remains May 28, 2026, and previously submitted votes stay valid unless changed. TransCode will continue soliciting proxies and encourages remaining stockholders of record to vote before the reconvened meeting.
TransCode Therapeutics, Inc. furnished a new investor presentation as part of a Form 8-K. On June 18, 2026, the company posted this presentation on its website for use with investors, analysts, collaborators, vendors and other third parties.
The presentation is attached as Exhibit 99.1 and is provided under Item 7.01 as furnished information, meaning it is not deemed filed for liability purposes under the Exchange Act or automatically incorporated into Securities Act filings.
TransCode Therapeutics reported results from a Phase 1a dose-escalation trial of its lead candidate TTX-MC138 in metastatic cancer. The study met its primary endpoint, showing a favorable safety profile with no dose-limiting toxicities across four escalating dose cohorts up to 4.8mg/kg.
Sixteen patients received 86 total doses, with a median treatment duration of 11.3 weeks over 2 to 20 cycles. Fourteen patients were evaluable for tumor response, and 9 of them, or 64%, achieved stable disease lasting at least six months, indicating durable disease control in this advanced population.
Based on these data, TransCode selected 4.8mg/kg as the recommended Phase 2a dose and is advancing TTX-MC138 into a Phase 2a trial in circulating tumor DNA-positive colorectal cancer after curative-intent therapy. Three patients remain on study, including one thyroid cancer patient with a marked drop in thyroglobulin and 12 months of stable disease.
TransCode Therapeutics, Inc. has scheduled its 2026 annual meeting of stockholders for July 2, 2026. Stockholders of record at the close of business on May 28, 2026 will be entitled to receive notice of, and vote at, the meeting.
Because this date is more than 30 days after the one-year anniversary of the 2025 annual meeting, the company is updating deadlines for stockholder proposals and director nominations. To be included in the proxy materials or otherwise properly brought before the meeting, proposals, nominations, and universal proxy notices must be delivered in writing to the Corporate Secretary at the Boston corporate address by 5:00 p.m. Eastern Time on June 11, 2026, and must also comply with Delaware law, SEC rules, and the company’s bylaws.
TransCode Therapeutics, Inc. received a Nasdaq notice that its stockholders’ equity no longer meets the Nasdaq Capital Market’s minimum requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while TransCode reported $1,251,427 as of March 31, 2026.
The company has 45 days, until July 3, 2026, to submit a plan to regain compliance. It expects to rely on stockholder approval to convert its Series A Non-Voting Convertible Preferred Stock into common stock so that this security can be reclassified from temporary equity to equity and restore compliance.
If stockholders do not approve the conversion by December 31, 2026, holders of Series A Preferred Stock may elect redemption at estimated fair value, which keeps it in temporary equity. Nasdaq staff may grant additional time or ultimately move toward delisting, and any delisting of the common stock is described as potentially having a material adverse effect on the company and the value of its shares.
TransCode Therapeutics reported that Nasdaq has notified the company it no longer meets the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000, while the company reported $1,251,427 as of March 31, 2026.
The notification does not immediately affect trading, and TransCode has 45 days, until July 3, 2026, to submit a compliance plan. Nasdaq staff may grant up to 180 days from the deficiency letter for the company to regain compliance, but there is no assurance these efforts will succeed.
If TransCode cannot restore compliance or its plan is not accepted, Nasdaq staff could move to delist the shares, though the company could appeal to a hearings panel. The filing notes that any delisting would have a material adverse effect on the company, its operations, reputation, and share value.
TransCode Therapeutics, Inc. entered into a financing arrangement with YA II PN, Ltd. for up to $20 million, combining up to $6 million in pre-paid convertible note advances with a three-year Standby Equity Purchase Agreement allowing sales of up to $14 million of common stock. The first $1 million note funds upon filing the 2025 Form 10-K and the second $5 million note follows effectiveness of a resale registration statement, shareholder approval above a 19.99% exchange cap, and Nasdaq approvals. The notes carry a 5% original issue discount and 5% annual interest, are convertible at a discount to market within a floor price, and mature 18 months from issuance. The company also issued small Series A preferred stock PIK dividends to prior acquisition counterparties and will seek shareholder approval to issue additional shares above the exchange cap.
TransCode Therapeutics, Inc. entered into an exclusive, worldwide, fully paid-up, royalty-free licensing agreement with Unleash Immuno Oncolytics, Inc. for a pre-clinical program of three oncolytic immunotherapy drug candidates, including lead asset UIO-524 targeting high‑need solid tumor indications such as muscle-invasive bladder cancer.
As consideration, TransCode agreed to issue 1,136,364 shares of a new Series C Non-Voting Convertible Preferred Stock to Unleash, each share convertible into one share of common stock after stockholder approval under Nasdaq rules and subject to a 4.99% Beneficial Ownership Limitation that holders may later adjust. The company also issued 77,841 Series C Preferred shares to Tungsten Advisors as financial advisory compensation.
The Series C Preferred carries no dividends, has very limited voting rights, and ranks on parity with common stock and existing preferred series in liquidation. TransCode plans to file a Form S‑3 to register the shares covered by the Unleash Registration Rights Agreement and expects to seek stockholder approval for the conversion of the Series C Preferred Stock through a forthcoming proxy statement.
TransCode Therapeutics filed a current report describing a new scientific publication that supports its immuno-oncology platform. The company announced that a manuscript titled “Template-Directed RIG-I Agonist Assembly for Image-guided Targeted Cancer Immunotherapy” was published in the journal Molecular Imaging and Biology.
The preclinical study describes a tumor-selective immunotherapy strategy that activates RIG-I signaling inside cancer cells by using overexpressed oncogenic microRNAs, such as miRNA-21, as intracellular templates. This approach aims to address challenges with RIG-I agonists, including off-target immune activation and inefficient systemic delivery, and is linked to TransCode’s TTX nanoparticle delivery platform, which is already being evaluated in clinical trials.
TransCode Therapeutics, Inc. filed a current report describing that, together with Quantum Leap Healthcare Collaborative, it has submitted an Investigational New Drug application amendment to the U.S. Food and Drug Administration for a planned Phase 2a clinical trial of its lead candidate, TTX-MC138.
The company explains that additional information is contained in a press release furnished as an exhibit, which is provided for informational purposes and is not treated as filed for liability purposes under federal securities laws.
TransCode Therapeutics (RNAZ) amended its preferred stock terms. The company filed an Amended and Restated Certificate of Designation for its Series A and Series B Non‑Voting Preferred. The update clarifies that, for as long as the Purchase Agreement remains in effect and any preferred shares are outstanding, the company will not issue under that agreement more than an aggregate of 19.9% of common stock outstanding as of October 8, 2025 unless stockholders first approve conversion in accordance with Nasdaq rules.
The amendment also removes a holder’s option to convert preferred shares into common stock in the event of a Nasdaq delisting. No additional securities were issued or sold in connection with this filing. TransCode expects to file a proxy statement seeking stockholder approval for the conversion of the preferred into common stock and for a Nasdaq “change of control” proposal related to the DEFJ agreements.
TransCode Therapeutics (RNAZ) filed Amendment No. 2 to report the effective date of its Contingent Value Rights Agreement and a change in rights agent.
Effective October 8, 2025, TransCode entered a CVR Agreement with Vstock Transfer, LLC as rights agent. Each holder of common stock as of 5:00 p.m. Eastern Time on October 20, 2025 is entitled to one CVR per share, subject to the agreement’s terms. Each CVR entitles holders, in the aggregate, to 50% of Net Proceeds from any Upfront Payment or Milestone Payment received by the company in a given calendar quarter. Distributions are made quarterly and are subject to deductions, including certain taxes and specified out-of-pocket expenses. The CVRs have a seven‑year term and are generally non‑transferable except as permitted by the agreement.
The rights agent and holders of at least 40% of outstanding CVRs have audit and enforcement rights on behalf of all holders.
TransCode Therapeutics (RNAZ) reported via Form 8-K that it issued a press release announcing completion of its Phase 1a clinical trial with its lead candidate, TTX‑MC138. The company attached the press release as Exhibit 99.1 and a related scientific poster as Exhibit 99.2.
The filing includes forward‑looking statements related to potential future trials, regulatory submissions, intellectual property, competition, third‑party dependencies, and broader macro risks. It also references risks tied to funding needs and the company’s ability to continue as a going concern, directing readers to the latest Form 10‑K risk factors for additional detail.
TransCode Therapeutics, Inc. filed an amended current report to correct the price per share of its Series B Preferred Stock in a previously disclosed transaction. On October 8, 2025, the company acquired 100% of ABCJ, LLC from DEFJ, LLC, paying 83,285 common shares, which were 9.99% of common stock outstanding immediately before closing, plus 1,152.9568 shares of Series A Non-Voting Convertible Preferred Stock and up to $95,000,000 in contingent milestone payments. Each Series A share is convertible into 10,000 common shares.
Concurrently, DEFJ agreed to invest about $25 million in a private placement of 223.7337 Series B Non-Voting Preferred shares at $111,740 per share, funded by roughly $20 million in cash and a $5 million promissory note bearing 4% interest and maturing on January 1, 2026, secured by 44.7467 Series B shares. Each Series B share is also convertible into 10,000 common shares.
Stockholders of record at 5:00 p.m. Eastern Time on October 20, 2025 receive one non-transferable contingent value right per common share, entitling them in aggregate to 50% of defined Net Proceeds from certain future payments. The company also granted DEFJ resale registration rights for common stock issued or issuable in these transactions and entered into a repurchase agreement under which DEFJ may, upon certain events, buy back the ABCJ interests. The board unanimously approved the agreements, and a future stockholder meeting will consider conversion of the preferred stock and a Nasdaq “change of control” approval.
TransCode Therapeutics completed the acquisition of ABCJ, LLC from DEFJ, LLC, paying 83,285 common shares (9.99% of pre-closing common stock) and 1,152.9568 shares of Series A non-voting convertible preferred stock, plus up to $95,000,000 in contingent milestone payments. Each Series A share is convertible into 10,000 common shares, subject to stockholder approval and ownership limits.
Concurrently, DEFJ agreed to invest about $25 million in a private placement of 223.7337 Series B non-voting preferred shares at $11.1740 per share, funded by roughly $20 million in cash and a $5 million note bearing 4% interest and maturing on January 1, 2026. Each Series B share is also convertible into 10,000 common shares under specified conditions.
The company adopted a seven-year contingent value right program granting one CVR per common share held at 5:00 p.m. Eastern Time on October 20, 2025, with CVR holders entitled in aggregate to 50% of net proceeds from defined upfront and milestone payments. Governance changes include appointing Elizabeth Czerepak as an independent director and Audit Committee chair and naming Dr. Philippe Calais as Chief Executive Officer with a new employment and equity incentive package.
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.
TransCode Therapeutics, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on August 29, 2025. Stockholders elected four directors — Philippe P. Calais, PhD, Thomas A. Fitzgerald, Erik Manting, PhD, and Magda Marquet, PhD — to one-year terms.
Investors also approved an amendment to the 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance by 166,724 shares, and ratified WithumSmith+Brown as independent registered public accounting firm for the fiscal year ending December 31, 2025. An adjournment proposal related to the stock plan amendment was approved but not used because sufficient votes were obtained. Of 833,683 shares entitled to vote, 312,283 were present or represented by proxy.