Major holder converts preferred shares at Transcode Therapeutics, Inc. (RNAZ)

Rhea-AI Filing Summary

DEFJ, LLC, a 10% owner of Transcode Therapeutics, Inc., converted 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 11,813,859 and 2,020,582 shares of Common Stock, respectively, on August 3, 2026.

DEFJ waived a Beneficial Ownership Limitation to complete these conversions. CK Life Sciences Int'l (Holdings) Inc., the ultimate parent of DEFJ, disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Net Buyer: 13,834,441 shares

Net Buy 4 txns

Insider DEFJ, LLC, CK Life Sciences Intl (Holdings) Inc

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Conversion	Series A Non-Voting Convertible Preferred Stock F1, F2, F4, F3	1,181.3859	$0.00	$0.00
Conversion	Series B Non-Voting Convertible Preferred Stock F1, F2, F3	202.0582	$0.00	$0.00
Conversion	Common Stock F1, F2, F3	11,813,859	--	--
Conversion	Common Stock F1, F2, F3	2,020,582	--	--

Holdings After Transaction: Series A Non-Voting Convertible Preferred Stock — 0 shares (Direct); Series B Non-Voting Convertible Preferred Stock — 0 shares (Direct); Common Stock — 14,134,481 shares (Direct)

Footnotes (4)

1. F1. 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.
2. F2. On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.
3. F3. DEFJ, a Delaware limited liability company, 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 admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.
4. F4. Includes 28.4291 shares of Series A Non-Voting Convertible Preferred Stock previously issued to DEFJ as a payment-in-kind dividend that was exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.

Key Figures

Series A preferred converted: 1,181.3859 shares Series B preferred converted: 202.0582 shares Common shares from Series A: 11,813,859 shares +3 more

6 metrics

Series A preferred converted 1,181.3859 shares Shares of Series A Non-Voting Convertible Preferred Stock converted on August 3, 2026

Series B preferred converted 202.0582 shares Shares of Series B Non-Voting Convertible Preferred Stock converted on August 3, 2026

Common shares from Series A 11,813,859 shares Common Stock received upon conversion of Series A preferred

Common shares from Series B 2,020,582 shares Common Stock received upon conversion of Series B preferred

Total derivative shares converted 1,383.4441 shares Combined Series A and B Non-Voting Convertible Preferred Stock converted on August 3, 2026

Series A PIK dividend included 28.4291 shares Series A preferred shares previously issued as a payment-in-kind dividend to DEFJ, LLC

Key Terms

Series A Non-Voting Convertible Preferred Stock, Beneficial Ownership Limitation, payment-in-kind dividend, Section 16 beneficial ownership, +1 more

5 terms

Series A Non-Voting Convertible Preferred Stock financial

"Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value"

Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.

Beneficial Ownership Limitation regulatory

"waived the Beneficial Ownership Limitation (as defined in the Second Amended and"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

payment-in-kind dividend financial

"Includes 28.4291 shares of Series A Non-Voting Convertible Preferred Stock previously"

A payment-in-kind dividend is when a company pays shareholders with additional securities—usually extra shares or debt instruments—instead of cash. It matters to investors because it conserves the company’s cash but effectively gives you store credit rather than money in your pocket, which can lower your ownership percentage and make your return less liquid or harder to sell immediately. Knowing this helps assess a company’s cash health and the real value of the payout.

Section 16 beneficial ownership regulatory

"CKLS disclaims Section 16 beneficial ownership of the securities reported herein"

Rule 16a-9 regulatory

"dividend that was exempt from Section 16 pursuant to Rule 16a-9 under the Securities"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 04:06 PM Accepted by SEC EDGAR 08/05/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What insider transaction did DEFJ, LLC report for Transcode Therapeutics (RNAZ)?

DEFJ, LLC reported converting Series A and Series B Non-Voting Convertible Preferred Stock into Common Stock of Transcode Therapeutics (RNAZ) on August 3, 2026. The conversions yielded 11,813,859 and 2,020,582 Common shares from the Series A and Series B preferred, respectively.

How many preferred shares did DEFJ, LLC convert in Transcode Therapeutics (RNAZ)?

DEFJ, LLC converted 1,181.3859 shares of Series A and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock. Each preferred share is convertible into 10,000 Common shares, and neither preferred series has an expiration date under the company’s governing documents.

How many Transcode Therapeutics (RNAZ) common shares did DEFJ, LLC receive?

Through these conversions, DEFJ, LLC received 11,813,859 Common shares from Series A preferred and 2,020,582 Common shares from Series B preferred. These Common Stock entries are reported as acquisitions resulting from derivative conversions on August 3, 2026.

What is the Beneficial Ownership Limitation mentioned in the RNAZ Form 4?

The Beneficial Ownership Limitation is defined in the Certificate of Designation for the Series A and B preferred stock. On August 3, 2026, DEFJ, LLC waived this limitation and submitted an irrevocable conversion notice to convert its preferred shares into Common Stock of Transcode Therapeutics (RNAZ).

How is CK Life Sciences Intl (Holdings) Inc related to the DEFJ, LLC transaction in RNAZ?

DEFJ, LLC is an indirect, wholly owned subsidiary of CK Life Sciences Int'l (Holdings) Inc.. CK Life Sciences disclaims Section 16 beneficial ownership of the reported Transcode Therapeutics (RNAZ) securities, except to the extent of any pecuniary interest it may have in those securities.

Did the Transcode Therapeutics (RNAZ) insider conversions involve a payment-in-kind dividend?

The Series A preferred conversion includes 28.4291 shares previously issued to DEFJ, LLC as a payment-in-kind dividend. That dividend was described as exempt from Section 16 reporting under Rule 16a-9 of the Securities Exchange Act of 1934.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DEFJ, LLC

(Last) (First) (Middle)

7TH FL, CHEUNG KONG CENTER,

2 QUEEN'S RD

(Street)

CENTRAL HONG KONG K3

(City) (State) (Zip)

HONG KONG

(Country)

2. Issuer Name and Ticker or Trading Symbol
Transcode Therapeutics, Inc. [ RNAZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/03/2026		C(1)(2)		11,813,859	A	(1)(2)	12,113,899	D(3)
Common Stock	08/03/2026		C(1)(2)		2,020,582	A	(1)(2)	14,134,481	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Non-Voting Convertible Preferred Stock	(1)(2)	08/03/2026		C(1)(2)			1,181.3859(4)	(1)(2)	(1)	Common Stock	11,813,859	$0	0	D(3)
Series B Non-Voting Convertible Preferred Stock	(1)(2)	08/03/2026		C(1)(2)			202.0582	(1)(2)	(1)	Common Stock	2,020,582	$0	0	D(3)

1. Name and Address of Reporting Person^*

DEFJ, LLC

(Last) (First) (Middle)

7TH FL, CHEUNG KONG CENTER,

2 QUEEN'S RD

(Street)

CENTRAL HONG KONG K3

(City) (State) (Zip)

HONG KONG

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CK Life Sciences Intl (Holdings) Inc

(Last) (First) (Middle)

7TH FL, CHEUNG KONG CENTER,

2 QUEEN'S RD

(Street)

CENTRAL HONG KONG K3

(City) (State) (Zip)

HONG KONG

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.

3. DEFJ, a Delaware limited liability company, 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 admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

4. Includes 28.4291 shares of Series A Non-Voting Convertible Preferred Stock previously issued to DEFJ as a payment-in-kind dividend that was exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.

	/s/ Yu Ying Choi Alan Abel, Director of CK Life Sciences Int'l., (Holdings) Inc.	08/05/2026
	/s/ Yu Ying Choi Alan Abel, Manager of DEFJ, LLC	08/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)