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, Inc. is registering up to 1,533,334 shares of common stock for resale by YA II PN, LTD. under a Standby Equity Purchase Agreement (SEPA) and related convertible notes. All shares are being offered by the selling stockholder; TransCode is not selling shares in this prospectus.
The registered shares include 750,000 shares issuable upon conversion of SEPA-related convertible notes, 750,000 shares issuable under future SEPA advances, and 33,334 commitment shares. TransCode has already received gross proceeds of $950,000 from an initial convertible note and may receive up to an additional $4,750,000 from a second note and up to $14,000,000 from future SEPA share sales, at its discretion.
There were 916,968 common shares outstanding as of December 31, 2025, and the company estimates 2,450,302 shares outstanding if all 1,533,334 SEPA-related shares are issued. Nasdaq rules cap issuances to 183,301 shares (19.99% of pre‑SEPA outstanding) until stockholders approve a larger issuance.
TransCode Therapeutics, Inc. filed a shelf registration to permit the resale of up to 15,955,543 shares of Common Stock by named selling stockholders.
The prospectus states the company is not selling any shares under this registration and will not receive proceeds from resales. Shares outstanding were 916,968 as of April 29, 2026, and outstanding plus Common Stock issuable upon conversion of Preferred Stock totaled 16,789,226. Conversion mechanics include Series A and Series B convertible at 10,000 Common shares per preferred share and Series C convertible 1-for-1, each conversion subject to stockholder approval and Nasdaq limitations.
TransCode Therapeutics, Inc. filed an amended annual report to add Part III information on 2025 directors, executive pay, ownership and governance, without updating prior financial disclosures. As of June 30, 2025, non‑affiliate common stock had an aggregate market value of about $6.5 million.
The company reports 916,968 common shares outstanding as of April 27, 2026. The Board identifies four independent directors and details audit, compensation, and nominating committees. CEO Philippe Calais received 2025 total compensation of $373,808, while CFO Thomas Fitzgerald received $1,069,615, mostly salary and bonuses.
TransCode Therapeutics Schedule 13G shows YA II PN, Ltd. and affiliated entities report shared beneficial ownership of 101,772 shares of Common Stock, equal to 9.9% of the class. The calculation is based on 1,018,740 shares (916,968 shares outstanding as of April 3, 2026 plus 101,772 shares potentially issuable upon conversion of a Convertible Note).
The disclosure states YA II acquired a Convertible Note on April 15, 2026 under a Standby Equity Purchase Agreement dated April 6, 2026, and that YA II and affiliates are prohibited from increasing beneficial ownership above 9.99% under the Purchase Agreement.
TransCode Therapeutics, Inc. outlines a year of major pipeline and corporate changes focused on RNA and immuno-oncology therapies for advanced cancers. The company executed four reverse stock splits between 2023 and 2025 and reports 916,968 common shares outstanding as of April 3, 2026, with a non‑affiliate market value of about $6.5 million as of June 30, 2025.
TransCode’s lead candidate TTX‑MC138 completed a Phase 1a trial in advanced solid tumors with 16 patients across four dose levels, meeting its primary safety objective and supporting progression to Phase 2a, including a planned PRE‑I‑SPY collaboration in up to 45 colorectal cancer patients. Earlier, a Phase 0 study showed approximately 66% suppression of circulating microRNA‑10b at 24 hours after a microdose, suggesting on‑target pharmacodynamic activity.
The company acquired ABCJ/Polynoma in October 2025, adding the Seviprotimut‑L melanoma vaccine, and issued 1,152.9568 Series A preferred shares plus 83,285 common shares and up to $95 million in milestones to seller DEFJ. Concurrently, DEFJ invested about $25 million via 223.7337 Series B preferred shares, including $20 million in cash and a $5 million note later repaid. In March 2026, TransCode also licensed Unleash Immuno Oncolytics’ adenovirus platform, issuing 1,136,364 Series C preferred shares, further broadening its cancer pipeline.
TransCode Therapeutics, Inc. entered into a financing arrangement with YA II PN, Ltd. for up to $20 million, combining up to $6 million in pre-paid convertible note advances with a three-year Standby Equity Purchase Agreement allowing sales of up to $14 million of common stock. The first $1 million note funds upon filing the 2025 Form 10-K and the second $5 million note follows effectiveness of a resale registration statement, shareholder approval above a 19.99% exchange cap, and Nasdaq approvals. The notes carry a 5% original issue discount and 5% annual interest, are convertible at a discount to market within a floor price, and mature 18 months from issuance. The company also issued small Series A preferred stock PIK dividends to prior acquisition counterparties and will seek shareholder approval to issue additional shares above the exchange cap.
TransCode Therapeutics, Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 and will use the extension under Rule 12b-25. The delay reflects complex accounting for a suite of October 8, 2025 transactions, including the acquisition of ABCJ, LLC, a private placement of Series B preferred stock totaling approximately $25 million, issuance of contingent value rights (CVRs), and related equity issuances. Management states these Transactions materially affect fourth-quarter 2025 results and requires additional time to finalize valuations and accounting for IPR&D, goodwill, contingent consideration, deferred tax items, preferred shares and potential impairments. The company expects to file within the 12b-25 extension period.
TransCode Therapeutics, Inc. entered into an exclusive, worldwide, fully paid-up, royalty-free licensing agreement with Unleash Immuno Oncolytics, Inc. for a pre-clinical program of three oncolytic immunotherapy drug candidates, including lead asset UIO-524 targeting high‑need solid tumor indications such as muscle-invasive bladder cancer.
As consideration, TransCode agreed to issue 1,136,364 shares of a new Series C Non-Voting Convertible Preferred Stock to Unleash, each share convertible into one share of common stock after stockholder approval under Nasdaq rules and subject to a 4.99% Beneficial Ownership Limitation that holders may later adjust. The company also issued 77,841 Series C Preferred shares to Tungsten Advisors as financial advisory compensation.
The Series C Preferred carries no dividends, has very limited voting rights, and ranks on parity with common stock and existing preferred series in liquidation. TransCode plans to file a Form S‑3 to register the shares covered by the Unleash Registration Rights Agreement and expects to seek stockholder approval for the conversion of the Series C Preferred Stock through a forthcoming proxy statement.
TransCode Therapeutics filed a current report describing a new scientific publication that supports its immuno-oncology platform. The company announced that a manuscript titled “Template-Directed RIG-I Agonist Assembly for Image-guided Targeted Cancer Immunotherapy” was published in the journal Molecular Imaging and Biology.
The preclinical study describes a tumor-selective immunotherapy strategy that activates RIG-I signaling inside cancer cells by using overexpressed oncogenic microRNAs, such as miRNA-21, as intracellular templates. This approach aims to address challenges with RIG-I agonists, including off-target immune activation and inefficient systemic delivery, and is linked to TransCode’s TTX nanoparticle delivery platform, which is already being evaluated in clinical trials.
TransCode Therapeutics, Inc. filed a current report describing that, together with Quantum Leap Healthcare Collaborative, it has submitted an Investigational New Drug application amendment to the U.S. Food and Drug Administration for a planned Phase 2a clinical trial of its lead candidate, TTX-MC138.
The company explains that additional information is contained in a press release furnished as an exhibit, which is provided for informational purposes and is not treated as filed for liability purposes under federal securities laws.