Transcode Therapeutics holder converts preferred to common
Accepted by SEC EDGAR
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Form Type
4
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
1,383.4441 shares exercised/converted
Exercise
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)
- 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.
- 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.
- 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.
- 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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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).
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
