TransCode Therapeutics (RNAZ) holder moves toward controlling stake via conversions
Rhea-AI Filing Summary
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.
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Key Figures
Beneficially owned common stock: 14,134,481 shares
Percent of class: 83.9%
Shares outstanding baseline: 3,017,306 shares
+5 more
8 metrics
Beneficially owned common stock
14,134,481 shares
Aggregate shares beneficially owned by each reporting person
Percent of class
83.9%
Portion of TransCode common stock beneficially owned, including underlying preferred
Shares outstanding baseline
3,017,306 shares
Common shares outstanding as of July 23, 2026, used to calculate ownership
Series A Preferred held
1,181.3859 shares
Series A Non-Voting Convertible Preferred Stock held by DEFJ
Common issuable from Series A
11,813,859 shares
Common stock issuable upon conversion of Series A Preferred held by DEFJ
Series B Preferred held
202.0582 shares
Series B Non-Voting Convertible Preferred Stock held by DEFJ
Common issuable from Series B
2,020,582 shares
Common stock issuable upon conversion of Series B Preferred held by DEFJ
Recent Series B conversion
21.6755 preferred into 216,755 common
Conversion by DEFJ on July 23, 2026
Key Terms
Beneficial Ownership Limitation, Series A Non-Voting Convertible Preferred Stock, Series B Non-Voting Convertible Preferred Stock, Certificate of Designation, +1 more
5 terms
Beneficial Ownership Limitation regulatory
"DEFJ submitted a notice ... it waived the Beneficial Ownership Limitation"
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.
Series A Non-Voting Convertible Preferred Stock financial
"11,813,859 shares of Common Stock issuable upon conversion of 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock"
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.
Series B Non-Voting Convertible Preferred Stock financial
"2,020,582 shares of Common Stock issuable upon conversion of 202.0582 shares of Series B Non-Voting Convertible Preferred Stock"
A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.
Certificate of Designation regulatory
"Beneficial Ownership Limitation (as defined in the Certificate of Designation)"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What percentage of TransCode Therapeutics (RNAZ) does DEFJ’s stake represent?
The reporting persons state that their aggregate holdings represent about 83.9% of TransCode’s common stock. This percentage is calculated using 3,017,306 shares outstanding and includes common shares underlying their Series A and Series B Non-Voting Convertible Preferred Stock.
What is the Beneficial Ownership Limitation affecting TransCode Therapeutics (RNAZ) investors?
DEFJ references a Beneficial Ownership Limitation in the Certificate of Designation that constrained conversions of preferred into common stock. On July 27, 2026, DEFJ submitted a notice waiving this limitation, effective on the 60th day after the notice date.
What preferred stock holdings in TransCode Therapeutics (RNAZ) are reported by DEFJ?
DEFJ holds 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock. These are convertible into 11,813,859 and 2,020,582 common shares, respectively, forming most of the reported beneficial ownership.