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.
The TransCode Therapeutics, Inc. (NASDAQ: RNAZ) SEC filings page provides direct access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. For a clinical-stage oncology company developing RNA-targeted therapeutics, these documents are a primary source of detailed information on programs such as TTX-MC138 and on corporate transactions that shape the company’s capital structure and pipeline.
Investors can review current reports on Form 8-K describing material events, including the Membership Interest Purchase Agreement and Investment Agreement related to the acquisition of Polynoma and associated financing from a subsidiary of CK Life Sciences. These filings explain the issuance of common and preferred stock, contingent milestone payment obligations, and the structure of non-voting convertible preferred shares tied to future stockholder approvals under Nasdaq rules.
Other 8-K and 8-K/A filings outline the Contingent Value Rights (CVR) Agreement, under which holders of common stock as of a specified record date receive CVRs linked to a portion of net proceeds from potential upfront or milestone payments related to TTX-MC138 partnering transactions. Filings also describe amendments to the certificate of designation for preferred stock, clarifying conversion limits and conditions tied to Nasdaq listing requirements.
Through the company’s proxy statements on Schedule 14A, readers can examine governance and stockholder matters such as director elections, amendments to the 2021 Stock Option and Incentive Plan, auditor ratification, and the company’s status as an emerging growth and smaller reporting company. These documents provide context on equity compensation, voting results, and the framework for future share issuances.
On this page, Stock Titan pairs real-time updates from EDGAR with AI-powered summaries that highlight key points in lengthy filings, helping users quickly understand how new 8-Ks, proxy materials, and other reports may affect TransCode’s RNA oncology programs, ownership structure, and Nasdaq listing. Users can also track insider and significant holder activity where reported through applicable SEC forms.
TransCode Therapeutics, Inc. filed an amended current report to correct the price per share of its Series B Preferred Stock in a previously disclosed transaction. On October 8, 2025, the company acquired 100% of ABCJ, LLC from DEFJ, LLC, paying 83,285 common shares, which were 9.99% of common stock outstanding immediately before closing, plus 1,152.9568 shares of Series A Non-Voting Convertible Preferred Stock and up to $95,000,000 in contingent milestone payments. Each Series A share is convertible into 10,000 common shares.
Concurrently, DEFJ agreed to invest about $25 million in a private placement of 223.7337 Series B Non-Voting Preferred shares at $111,740 per share, funded by roughly $20 million in cash and a $5 million promissory note bearing 4% interest and maturing on January 1, 2026, secured by 44.7467 Series B shares. Each Series B share is also convertible into 10,000 common shares.
Stockholders of record at 5:00 p.m. Eastern Time on October 20, 2025 receive one non-transferable contingent value right per common share, entitling them in aggregate to 50% of defined Net Proceeds from certain future payments. The company also granted DEFJ resale registration rights for common stock issued or issuable in these transactions and entered into a repurchase agreement under which DEFJ may, upon certain events, buy back the ABCJ interests. The board unanimously approved the agreements, and a future stockholder meeting will consider conversion of the preferred stock and a Nasdaq “change of control” approval.
TransCode Therapeutics completed the acquisition of ABCJ, LLC from DEFJ, LLC, paying 83,285 common shares (9.99% of pre-closing common stock) and 1,152.9568 shares of Series A non-voting convertible preferred stock, plus up to $95,000,000 in contingent milestone payments. Each Series A share is convertible into 10,000 common shares, subject to stockholder approval and ownership limits.
Concurrently, DEFJ agreed to invest about $25 million in a private placement of 223.7337 Series B non-voting preferred shares at $11.1740 per share, funded by roughly $20 million in cash and a $5 million note bearing 4% interest and maturing on January 1, 2026. Each Series B share is also convertible into 10,000 common shares under specified conditions.
The company adopted a seven-year contingent value right program granting one CVR per common share held at 5:00 p.m. Eastern Time on October 20, 2025, with CVR holders entitled in aggregate to 50% of net proceeds from defined upfront and milestone payments. Governance changes include appointing Elizabeth Czerepak as an independent director and Audit Committee chair and naming Dr. Philippe Calais as Chief Executive Officer with a new employment and equity incentive package.
TransCode Therapeutics, Inc. entered into a Second Amendment to its Exclusive Patent License Agreement with The General Hospital Corporation d/b/a Massachusetts General Hospital, effective August 15, 2025. The amendment updates the timelines for pre-sales requirements for Patent Family 1 and Patent Family 2 covered under the MGH License, adjusting when certain development or commercial benchmarks must be met. It also increases the aggregate dollar amount of one-time milestone payments the company will pay the licensor upon specified milestones from $1,550,000 to $2,950,000 for each patent family and revises the individual therapeutic product- or process-related milestone payment amounts. The full contract language will be included as an exhibit to the company’s Form 10-Q for the quarter ended September 30, 2025.
TransCode Therapeutics, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on August 29, 2025. Stockholders elected four directors — Philippe P. Calais, PhD, Thomas A. Fitzgerald, Erik Manting, PhD, and Magda Marquet, PhD — to one-year terms.
Investors also approved an amendment to the 2021 Stock Option and Incentive Plan to increase the number of shares available for issuance by 166,724 shares, and ratified WithumSmith+Brown as independent registered public accounting firm for the fiscal year ending December 31, 2025. An adjournment proposal related to the stock plan amendment was approved but not used because sufficient votes were obtained. Of 833,683 shares entitled to vote, 312,283 were present or represented by proxy.
TransCode Therapeutics, Inc. Schedule 13G/A filed by Anson-related parties reports collective beneficial ownership of 27,125 shares of TransCode common stock, representing 0.1% of the outstanding class when including shares underlying warrants. The reporting group includes Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and principals Tony Moore, Amin Nathoo and Moez Kassam, with shared voting and dispositive power over the 27,125 shares and no sole voting or dispositive power reported. The filing states the shares were acquired and are held in the ordinary course of business and not to influence control of the issuer.
TransCode Therapeutics, Inc. is the subject of a Schedule 13G reporting that The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC together beneficially hold 49,018 shares, representing 5.9% of the outstanding common stock. The filing shows no sole voting or dispositive power and records shared voting and shared dispositive power for the reported shares, indicating the position is held collectively rather than controlled by a single entity.
The filing includes a joint filing agreement and an exhibit identifying the subsidiary that acquired the securities, and it contains a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of influencing control of the issuer.