Transcode Therapeutics holders report preferred, common stake
Transcode Therapeutics reporting persons DEFJ, LLC and CK Life Sciences Int'l.
Rhea-AI Filing Summary
Transcode Therapeutics reporting persons DEFJ, LLC and CK Life Sciences Int'l. (Holdings) Inc. report initial beneficial ownership consisting of Series A and Series B Non-Voting Convertible Preferred Stock convertible into 11,813,859 and 2,020,582 shares of Common Stock, respectively, plus 300,040 Common shares. The preferred stock is convertible at any time at a 10,000-to-1 ratio into Common Stock and has no expiration date. CK Life Sciences disclaims Section 16 beneficial ownership except to the extent of its pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
DEFJ, LLC, CK Life Sciences Intl (Holdings) Inc
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Non-Voting Convertible Preferred Stock F2, F3, F1 | -- | -- | -- |
| holding | Series B Non-Voting Convertible Preferred Stock F2, F3, F1 | -- | -- | -- |
| holding | Common Stock F1 | -- | -- | -- |
Holdings After Transaction:
Series A Non-Voting Convertible Preferred Stock — 11,813,859 contracts (Direct);
Series B Non-Voting Convertible Preferred Stock — 2,020,582 contracts (Direct);
Common Stock — 300,040 shares (Direct)
Footnotes (3)
- F1. DEFJ, LLC, a Delaware limited liability company ("DEFJ"), is a direct, wholly owned subsidiary of Conjoint Inc., a Delaware corporation, which is a direct, wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.
- F2. Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Non-Voting Convertible Preferred Stock") and (ii) Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Non-Voting Convertible Preferred Stock"), are convertible at any time into shares of Common Stock, par value $0.0001 per share ("Common Stock"), with each share of Series A Non-Voting Convertible Preferred Stock or Series B Non-Voting Convertible Preferred Stock, as applicable, convertible into 10,000 shares of Common Stock. Neither the shares of Series A Non-Voting Convertible Preferred Stock nor the shares of Series B Non-Voting Convertible Preferred Stock have an expiration date.
- F3. CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.
Key Figures
Series A underlying Common Stock: 11,813,859 shares
Series B underlying Common Stock: 2,020,582 shares
Direct Common Stock held: 300,040 shares
+3 more
6 metrics
Series A underlying Common Stock
11,813,859 shares
Shares of Common Stock underlying Series A Non-Voting Convertible Preferred Stock
Series B underlying Common Stock
2,020,582 shares
Shares of Common Stock underlying Series B Non-Voting Convertible Preferred Stock
Direct Common Stock held
300,040 shares
Total Common Stock reported as directly owned following the transactions
Conversion ratio
10,000
Number of Common Stock shares per share of Series A or B Non-Voting Convertible Preferred Stock
Preferred stock par value
$0.0001 per share
Par value of Series A and Series B Non-Voting Convertible Preferred Stock
Conversion price
$0.0000
Exercise/ conversion price for Series A and Series B Non-Voting Convertible Preferred Stock
Key Terms
Section 16 beneficial ownership, Non-Voting Convertible Preferred Stock, pecuniary interest, par value
4 terms
Section 16 beneficial ownership regulatory
"CKLS disclaims Section 16 beneficial ownership of the securities reported herein"
Non-Voting Convertible Preferred Stock financial
"Each of the Issuer's Series A Non-Voting Convertible Preferred Stock"
A non-voting convertible preferred stock is a share that normally pays a fixed dividend and takes priority over common stock for payouts, but does not grant the holder the right to vote on corporate matters. It can be exchanged later for a set number of common shares, offering the potential to participate in price gains without immediate control—like holding a high-yield loan that can be turned into equity, which matters to investors weighing steady income, upside potential, and possible dilution of ownership.
pecuniary interest financial
"except to the extent, if any, of its pecuniary interest in such securities"
par value financial
"Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What securities did DEFJ, LLC report holding in Transcode Therapeutics (RNAZ)?
DEFJ, LLC reported holdings in Series A and Series B Non-Voting Convertible Preferred Stock and 300,040 shares of Common Stock. The preferred shares are convertible into 11,813,859 and 2,020,582 Common shares, respectively, reflecting a substantial economic interest in Transcode Therapeutics.
How does CK Life Sciences Int'l (Holdings) Inc. describe its beneficial ownership in RNAZ?
CK Life Sciences Int'l (Holdings) Inc. states that DEFJ, LLC is an indirect wholly owned subsidiary within its corporate chain and disclaims Section 16 beneficial ownership of the reported securities, except to the extent of its pecuniary interest in those securities.
Does the preferred stock reported for Transcode Therapeutics (RNAZ) have an expiration date?
Neither the Series A nor the Series B Non-Voting Convertible Preferred Stock has an expiration date. Both series are convertible into Common Stock at any time, which means the option to convert remains outstanding without a stated end date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
