Welcome to our dedicated page for Transcode Therapeutics SEC filings (Ticker: RNAZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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.
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 is asking stockholders at its July 2, 2026 virtual annual meeting to approve several equity-related and governance items tied to recent strategic deals and its pipeline.
Key proposals seek Nasdaq-required approval to issue common stock upon conversion of Series A, B and C non-voting preferred shares issued in the Polynoma and Unleash transactions, and for shares issuable under a Standby Equity Purchase Agreement and related convertible notes with Yorkville. Stockholders are also asked to elect six directors, increase the 2021 Stock Option and Incentive Plan share pool by 1,734,262 shares, ratify the auditor, and allow potential adjournment to solicit more proxies.
The proxy describes the DEFJ-funded Polynoma acquisition and $25 million preferred investment, a CVR structure granting holders 50% of certain future milestone proceeds over seven years, the Unleash oncolytic immunotherapy license funded via 1,136,364 shares of Series C preferred stock, and the Yorkville facility providing up to $14 million in equity financing plus up to $6 million in prepaid advances through convertible notes.