DEFJ lifts TransCode Therapeutics (RNAZ) stake to 83.9% after conversions

Rhea-AI Filing Summary

TransCode Therapeutics, Inc. has a highly concentrated shareholder base, with DEFJ, LLC and its parent CK Life Sciences Int'l., (Holdings) Inc. reporting beneficial ownership of 14,134,481 shares of common stock, representing 83.9% of the outstanding common stock based on 3,017,306 shares outstanding as of July 23, 2026.

DEFJ’s position includes 300,040 common shares held previously, plus shares received from converting preferred stock: on August 3, 2026 it converted 1,181.3859 Series A Non-Voting Convertible Preferred into 11,813,859 common shares and 202.0582 Series B into 2,020,582 common shares, following an earlier July 23, 2026 conversion of 21.6755 Series B into 216,755 common shares. On August 3, 2026 the company also filed a Second Amended and Restated Certificate of Designation that removes the 60-day notice requirement to change or waive the Beneficial Ownership Limitation, with no additional securities issued in connection with that change; DEFJ then formally waived this limitation and delivered the related conversion notice.

Filing Explained

The added ownership mechanics are that DEFJ, LLC and CK Life Sciences Int'l., (Holdings) Inc. each report sole power to vote and dispose of 14,134,481 shares, with zero shared power; this clarifies that the reported 83.9% stake carries voting and disposition authority on a sole, not shared, basis.

Key Figures

Beneficially owned shares: 14,134,481 shares Ownership percentage: 83.9% Shares outstanding: 3,017,306 shares +4 more

7 metrics

Beneficially owned shares 14,134,481 shares Common Stock beneficially owned by DEFJ, LLC and CK Life Sciences

Ownership percentage 83.9% Portion of TransCode common stock beneficially owned by the reporting persons

Shares outstanding 3,017,306 shares Common Stock outstanding as of July 23, 2026, used for ownership calculation

Series A conversion (Aug 3, 2026) 1,181.3859 shares to 11,813,859 common shares Series A Non-Voting Convertible Preferred converted by DEFJ

Series B conversion (Aug 3, 2026) 202.0582 shares to 2,020,582 common shares Series B Non-Voting Convertible Preferred converted by DEFJ

Series B conversion (July 23, 2026) 21.6755 shares to 216,755 common shares Earlier Series B preferred conversion by DEFJ

Previously held common shares 300,040 shares Common Stock held directly by DEFJ prior to recent conversions

Key Terms

Series A Non-Voting Convertible Preferred Stock, Series B Non-Voting Convertible Preferred Stock, Second Amended and Restated Certificate of Designation, Beneficial Ownership Limitation, +1 more

5 terms

Series A Non-Voting Convertible Preferred Stock financial

"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

"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.

Second Amended and Restated Certificate of Designation regulatory

"filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations"

Beneficial Ownership Limitation regulatory

"waived the Beneficial Ownership Limitation set forth in Section 6.3.3"

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.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 14,134,481.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/03/2026 - 04:39 PM Accepted by SEC EDGAR 08/03/2026 - 04:38 PM Learn about SEC filing dates

FAQ

How many TransCode Therapeutics (RNAZ) shares do DEFJ and CK Life Sciences beneficially own?

DEFJ, LLC and CK Life Sciences Int'l., (Holdings) Inc. beneficially own 14,134,481 shares of TransCode Therapeutics common stock. This stake represents 83.9% of the outstanding common shares, based on 3,017,306 shares outstanding as of July 23, 2026, including shares issued upon preferred conversions.

What recent preferred stock conversions affected TransCode Therapeutics (RNAZ) ownership?

On August 3, 2026, DEFJ converted 1,181.3859 Series A preferred into 11,813,859 common shares and 202.0582 Series B preferred into 2,020,582 common shares. This followed a July 23, 2026 conversion of 21.6755 Series B preferred into 216,755 common shares.

What percentage of TransCode Therapeutics (RNAZ) common stock is held by the reporting persons?

The reporting persons state they hold approximately 83.9% of TransCode Therapeutics common stock. This percentage is calculated using 3,017,306 shares of common stock outstanding as of July 23, 2026, and includes the common shares issued to DEFJ from Series A and B preferred conversions.

What change was made to the preferred stock terms at TransCode Therapeutics (RNAZ)?

On August 3, 2026, the company filed a Second Amended and Restated Certificate of Designation for its Series A and B Non-Voting Convertible Preferred Stock. The amendment removed the 60-day notice requirement to change or waive the Beneficial Ownership Limitation, with no new securities issued in this step.

What is the Beneficial Ownership Limitation referenced for TransCode Therapeutics (RNAZ)?

The Beneficial Ownership Limitation is a cap in the preferred stock terms on how much common stock a holder may beneficially own. After the August 3, 2026 amendment removed a 60-day notice requirement, DEFJ waived this limitation and converted additional Series A and B preferred into common shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

08/03/2026

(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 14,134,481.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 14,134,481.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

14,134,481.00

12

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

13

Percent of class represented by amount in Row (11)

83.9 %

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 300,040 shares of common stock, $0.0001 par value per share ("Common Stock") of TransCode Therapeutics, Inc. (the "Company"), held directly by DEFJ, LLC ("DEFJ") prior to the date hereof, 11,813,859 shares of Common Stock issued to DEFJ 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 2,020,582 shares of Common Stock issued to DEFJ upon conversion of 202.0582 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 3,017,306 shares of Common Stock outstanding as of July 23, 2026 following the conversion of certain convertible securities of the Company, as disclosed in the Company's Supplement dated July 17, 2026, to its Proxy Statement dated June 2, 2026, and also taking into account the shares of Common Stock issued to DEFJ upon conversion of the Series A Preferred Stock and the Series B Preferred Stock.

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 14,134,481.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 14,134,481.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

14,134,481.00

12

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

13

Percent of class represented by amount in Row (11)

83.9 %

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 300,040 shares of Common Stock held directly by DEFJ prior to the date hereof, 11,813,859 shares of Common Stock issued to DEFJ upon conversion of 1,181.3859 shares of Series A Preferred Stock and 2,020,582 shares of Common Stock issued to DEFJ upon conversion of 202.0582 shares of Series B Preferred Stock. Note to Row 13: Based on 3,017,306 shares of Common Stock outstanding as of July 23, 2026 following the conversion of certain convertible securities of the Company, as disclosed in the Company's Supplement dated July 17, 2026, to its Proxy Statement dated June 2, 2026, and also taking into account the shares of Common Stock issued to DEFJ upon conversion of the Series A Preferred Stock and the Series B Preferred Stock.

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. 5 ("Amendment No. 5") 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"), Amendment No. 2, filed on July 17, 2026 ("Amendment No. 2"), Amendment No. 3, filed on July 23, 2026 ("Amendment No. 3") and Amendment No. 4, filed on July 27, 2026 ("Amendment No. 4" and, together with the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the "Schedule 13D") which relates to the Common Stock of the Company.
Item 4.	Purpose of Transaction
	Item 4 of Schedule 13D is hereby amended by adding the below disclosure following the last paragraph of Item 4: On August 3, 2026, upon obtaining the consent of a majority of the holders of the Preferred Stock, and the approval of the Company's Board of Directors, the Company filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock (the "Second Amended and Restated Certificate of Designation") with the Secretary of State of the State of Delaware. The Second Amended and Restated Certificate of Designation amended Section 6.3.3 of the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock ("Amended and Restated Certificate of Designation") to remove the requirement of 60 days' notice to change and/or waive the beneficial ownership limitation set forth in the Amended and Restated Certificate of Designation. The Second Amended and Restated Certificate of Designation effected no other changes to the Amended and Restated Certificate of Designation other than the foregoing, and no additional securities were issued or sold in connection with the filing. The foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Designation, a copy of which is filed as Exhibit 99.10 to this Amendment No. 5 and is incorporated herein by reference. On August 3, 2026, DEFJ (i) submitted a notice to the Company providing that it waived the Beneficial Ownership Limitation (as defined in the Second Amended and Restated Certificate of Designation) set forth in Section 6.3.3 of the Second Amended and Restated Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Company providing that DEFJ converts 1,181.3859 shares of Series A Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Preferred Stock into 2,020,582 shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons each beneficially own an aggregate of 14,134,481 shares of Common Stock which represent approximately 83.9% of the outstanding shares of Common Stock, based on an aggregate of 3,017,306 shares of Common Stock outstanding as of July 23, 2026, and also taking into account the shares of Common Stock issued to DEFJ upon conversion of the Series A Preferred Stock and the Series B Preferred Stock.
(b)	1. Sole power to vote or direct vote: 14,134,481 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 14,134,481 4. Shared power to dispose or direct the disposition: 0
(c)	On July 23, 2026 DEFJ converted 21.6755 shares of Series B Preferred Stock into 216,755 shares of Common Stock (the "July Conversion"). On August 3, 2026 DEFJ converted 1,181.3859 shares of Series A Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Preferred Stock into 2,020,582 shares of Common Stock (the "August Conversion"). Other than the July Conversion and the August Conversion, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	99.10 Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated August 3, 2026 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on August 3, 2026).

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:	08/03/2026

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

Signature:	/s/ Yu Ying Choi, Alan Abel
Name/Title:	Yu Ying Choi, Alan Abel/Director
Date:	08/03/2026