TransCode Therapeutics holder plans conversion to 9.99%

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.

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.

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.

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.

How many additional TransCode Therapeutics (RNAZ) shares could be issued from the reporting persons' preferred stock?

Their preferred holdings are convertible into 11,813,859 common shares from Series A and 2,237,337 from Series B. These potential shares, tied to 1,181.3859 Series A and 223.7337 Series B preferred shares, are explicitly excluded from current beneficial ownership totals.

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.

On what share count is the 8.8% ownership in TransCode Therapeutics (RNAZ) based?

The 8.8% ownership figure is based on 950,302 TransCode common shares outstanding as of May 12, 2026. That outstanding share count comes from TransCode’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/17/2026 - 04:16 PM Accepted by SEC EDGAR 07/17/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

TransCode Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

89357L501

(CUSIP Number)

Cindy Chiu
CK Life Sciences Int'l., (Holdings) Inc., 7th Fl, Cheung Kong Center, 2 Queen's Rd
Central Hong Kong, K3, -
(852) 2126 1212

Steven Y Li
Freshfields US LLP, 3 World Trade Center, 175 Greenwich St.
New York, NY, 10007
(212) 277-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 89357L501

1

Name of reporting person

DEFJ, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 83,285.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 83,285.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

83,285.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 7, 9, and 11: The reported amount consists of 83,285 shares of common stock, $0.0001 par value per share ("Common Stock") of TransCode Therapeutics, Inc. (the "Company"), held directly by DEFJ, LLC. The reported amount excludes (i) 11,813,859 shares of Common Stock issuable upon conversion of 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), and (ii) 2,237,337 shares of Common Stock issuable upon conversion of 223.7337 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock"). Note to Row 13: Based on 950,302 shares of Common Stock outstanding as of May 12, 2026 as disclosed in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 89357L501

1

Name of reporting person

CK Life Sciences Int'l., (Holdings) Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 83,285.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 83,285.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

83,285.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

Note to Row 7, 9, and 11: The reported amount consists of 83,285 shares of Common Stock, held directly by DEFJ, LLC. The reported amount excludes (i) 11,813,859 shares of Common Stock issuable upon conversion of 1,181.3859 shares of Series A Preferred Stock, and (ii) 2,237,337 shares of Common Stock issuable upon conversion of 223.7337 shares of Series B Preferred Stock. Note to Row 13: Based on 950,302 shares of Common Stock outstanding as of May 12, 2026 as disclosed in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: TransCode Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6 Liberty Square, #2382, Boston, MASSACHUSETTS , 02109.
Item 1 Comment: This Amendment No.2 ("Amendment No.2") supplements and amends the Schedule 13D filed on October 16, 2025 (the "Original Statement") as amended by Amendment No. 1, filed on October 28, 2025 ("Amendment No. 1" and, together with the Original Statement and this Amendment No. 2, the "Schedule 13D") which relates to the Common Stock of the Company. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended by adding the below disclosure following the last paragraph: On July 17, 2026, DEFJ submitted an irrevocable conversion notice (the "Conversion Notice") to the Company providing that, contingent upon Company stockholder approval of Proposals 1 and 2 set forth in the Company's proxy statement filed with the SEC on June 2, 2026 for its 2026 annual meeting, DEFJ will, on the third business day following approval of Proposals 1 and 2, convert 21.6755 shares of Series B Preferred Stock into 216,755 shares of Common Stock, such that DEFJ will hold approximately 9.99% of the Company's outstanding Common Stock as of such date.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DEFJ, LLC

Signature:	/s/ Yu Ying Choi, Alan Abel
Name/Title:	Yu Ying Choi, Alan Abel/ Manager
Date:	07/17/2026

CK Life Sciences Int'l., (Holdings) Inc.

Signature:	/s/ Yu Ying Choi, Alan Abel
Name/Title:	Yu Ying Choi, Alan Abel/Director
Date:	07/17/2026