TransCode Therapeutics (RNAZ) investor to convert preferred stock toward 9.99% stake
Rhea-AI Filing Summary
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.
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Filing Explained
The July 17 Schedule 13D/A records an irrevocable conversion notice, not a completed conversion: approval of Proposals 1 and 2 is still required, after which 216,755 common shares would result and DEFJ would hold approximately 9.99% of the outstanding common stock, reducing existing holders’ percentage ownership absent offsetting changes.
Key Figures
Beneficially owned common shares: 83,285 shares
Ownership percentage: 8.8 %
Shares outstanding baseline: 950,302 shares
+5 more
8 metrics
Beneficially owned common shares
83,285 shares
Common Stock beneficially owned by DEFJ, LLC and CK Life Sciences Int'l., (Holdings) Inc.
Ownership percentage
8.8 %
Percent of TransCode Therapeutics Common Stock class represented by 83,285 shares
Shares outstanding baseline
950,302 shares
TransCode Therapeutics Common Stock outstanding as of May 12, 2026 used to calculate ownership
Series A as-converted common
11,813,859 shares
Common shares issuable upon conversion of 1,181.3859 Series A Non-Voting Convertible Preferred shares, excluded from beneficial ownership
Series B as-converted common
2,237,337 shares
Common shares issuable upon conversion of 223.7337 Series B Non-Voting Convertible Preferred shares, excluded from beneficial ownership
Series B preferred to be converted
21.6755 shares
Series B Non-Voting Convertible Preferred Stock DEFJ plans to convert, contingent on stockholder approval
Common from planned conversion
216,755 shares
Common Stock to be issued upon conversion of 21.6755 Series B Preferred shares under the conversion notice
Target post-conversion ownership
9.99 %
Approximate TransCode Common Stock ownership DEFJ expects after conditional conversion
Key Terms
beneficially owned, Series A Non-Voting Convertible Preferred Stock, Series B Non-Voting Convertible Preferred Stock, irrevocable conversion notice, +1 more
5 terms
beneficially owned regulatory
"Aggregate amount beneficially owned by each reporting person 83,285.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Series A Non-Voting Convertible Preferred Stock financial
"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
"shares of Common Stock issuable upon conversion of 223.7337 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.
irrevocable conversion notice regulatory
"On July 17, 2026, DEFJ submitted an irrevocable conversion notice"
dispositive power regulatory
"Sole Dispositive Power 83,285.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What ownership stake in TransCode Therapeutics (RNAZ) do DEFJ, LLC and CK Life Sciences report?
DEFJ, LLC and CK Life Sciences report beneficial ownership of 83,285 TransCode Therapeutics common shares, representing 8.8% of the class. This percentage is calculated using 950,302 shares outstanding as of May 12, 2026, as disclosed in TransCode’s Form 10-Q.
What conditional Series B preferred conversion has DEFJ, LLC proposed for TransCode Therapeutics (RNAZ)?
DEFJ submitted an irrevocable conversion notice to convert 21.6755 Series B Non-Voting Convertible Preferred shares into 216,755 common shares. The conversion will occur on the third business day after stockholders approve Proposals 1 and 2 at TransCode’s 2026 annual meeting.
What ownership level will DEFJ, LLC target in TransCode Therapeutics (RNAZ) after the proposed conversion?
Following the conditional conversion of 21.6755 Series B preferred shares into 216,755 common shares, DEFJ expects to hold approximately 9.99% of TransCode’s outstanding common stock. This target applies as of the conversion date and depends on stockholder approval of Proposals 1 and 2.