TransCode Therapeutics, Inc. filings document a Delaware clinical-stage biotechnology issuer with common stock listed on the Nasdaq Capital Market under RNAZ. Its regulatory record covers securities registration statements, material definitive agreements, unregistered equity issuances, preferred-stock rights, contingent value rights, and amendments to governing documents.
Current reports also furnish Regulation FD disclosures tied to clinical and preclinical oncology research, including TTX-MC138, RIG-I immunotherapy work, and FDA-related trial communications. Other filings address annual-report timing, emerging-growth-company status, shareholder-vote materials, capital-structure arrangements and formal disclosures associated with developing RNA and immuno-oncology therapeutics for advanced cancers.
TransCode Therapeutics, Inc. has a significant shareholder, Unleash Immuno Oncolytics, Inc., which reported beneficial ownership of 300,000 shares of common stock. This represents 9.94% of the outstanding class, with sole voting and sole dispositive power over all 300,000 shares.
TransCode Therapeutics, Inc. shareholder Elena Rosa Braci reported beneficial ownership of common stock. She reported owning 186,236 shares of common stock, representing 6.17% of the class. All of these shares are reported with sole voting and sole dispositive power and no shared power.
TransCode Therapeutics, Inc. (RNAZ) has a beneficial ownership report from investor Daniel Eduardo Katzman, who reports beneficially owning 155,611 shares of the company's common stock, par value $0.0001 per share.
This position represents 5.16% of the outstanding common stock. Katzman reports sole voting power and sole dispositive power over all 155,611 shares, with no shared voting or dispositive power.
DEFJ, LLC and CK Life Sciences Int'l., (Holdings) Inc. report beneficial ownership of 14,134,481 shares of TransCode Therapeutics common stock, including shares issuable upon conversion of preferred stock, representing 83.9% of the class based on 3,017,306 shares outstanding as of July 23, 2026.
On July 27, 2026, DEFJ delivered a notice waiving the Beneficial Ownership Limitation in the Certificate of Designation, effective on the 60th day after the notice, and plans to convert its Series A and Series B Non-Voting Convertible Preferred Stock into common stock, after which DEFJ will be the controlling shareholder. On July 23, 2026, DEFJ converted 21.6755 shares of Series B Preferred Stock into 216,755 common shares.
DEFJ, LLC and its parent CK Life Sciences Int'l., (Holdings) Inc. report updated ownership in TransCode Therapeutics, Inc. following a preferred stock conversion. They now beneficially own 300,040 shares of common stock, representing 9.9% of the common shares outstanding.
On July 17, 2026, DEFJ submitted an irrevocable conversion notice to convert 21.6755 shares of Series B Non-Voting Convertible Preferred Stock into 216,755 common shares, contingent on stockholder approval of two proxy proposals. The conversion was implemented and the shares were issued on July 23, 2026, bringing total common holdings to 300,040 shares based on 3,017,306 common shares outstanding.
TransCode Therapeutics is registering for resale up to 15,955,543 shares of common stock that may be sold from time to time by existing holders, not by the company. The shares come mainly from the possible conversion of Series A, B and C non‑voting convertible preferred stock issued in connection with the ABCJ/Polynoma acquisition, a related ~$25 million strategic investment by DEFJ, and a March 2026 licensing deal with Unleash Immuno Oncolytics.
Common stock outstanding was 1,058,481 shares as of July 20, 2026, and would be 17,014,024 shares if all preferred shares convert, so the registered resale amount equals about 1,507.4% of current outstanding shares. TransCode will not receive any proceeds from these sales but will bear registration expenses. The company is a clinical‑stage oncology developer with RNA therapeutics, a cancer vaccine (Seviprotimut‑L) and an oncolytic immunotherapy platform.
TransCode Therapeutics, Inc. has filed a resale prospectus covering up to 1,533,334 shares of common stock that may be sold from time to time by YA II PN, LTD. (Yorkville). The company itself is not selling shares in this resale and will receive no proceeds from Yorkville’s sales.
The registered shares comprise 33,334 Commitment Shares, up to 750,000 Advance Shares issuable under a $14.0 million Standby Equity Purchase Agreement (SEPA), and up to 750,000 Conversion Shares issuable upon conversion of up to $6.0 million in Convertible Notes. TransCode has already received $950,000 gross proceeds from the first $1.0 million note and may receive up to an additional $4.75 million from a second note plus up to $14.0 million from future share advances.
Common stock outstanding was 916,968 shares as of March 31 2026. Issuances under the SEPA and Convertible Notes are constrained by a Nasdaq 19.99% Exchange Cap (183,301 shares) unless stockholders approve higher issuances and by a 9.99% ownership limit for Yorkville.
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.
DEFJ, LLC and its affiliate CK Life Sciences Int'l., (Holdings) Inc. report beneficial ownership of 83,285 shares of TransCode Therapeutics common stock, representing 8.8% of the class, based on 950,302 shares outstanding as of May 12, 2026.
They also hold Series A and Series B Non-Voting Convertible Preferred Stock that is convertible into an additional 11,813,859 and 2,237,337 common shares, respectively, which are excluded from reported beneficial ownership. On July 17, 2026, DEFJ submitted an irrevocable conversion notice stating that, contingent on stockholder approval of Proposals 1 and 2 at the 2026 annual meeting, it will convert 21.6755 Series B preferred shares into 216,755 common shares on the third business day after approval, targeting approximately 9.99% ownership.
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.