TransCode Therapeutics (NASDAQ: RNAZ) investor conversion leads to 9.9% stake

Rhea-AI Filing Summary

DEFJ, LLC and its parent CK Life Sciences Int'l., (Holdings) Inc. report updated ownership in TransCode Therapeutics, Inc. following a preferred stock conversion. They now beneficially own 300,040 shares of common stock, representing 9.9% of the common shares outstanding.

On July 17, 2026, DEFJ submitted an irrevocable conversion notice to convert 21.6755 shares of Series B Non-Voting Convertible Preferred Stock into 216,755 common shares, contingent on stockholder approval of two proxy proposals. The conversion was implemented and the shares were issued on July 23, 2026, bringing total common holdings to 300,040 shares based on 3,017,306 common shares outstanding.

Filing Explained

The filing distinguishes directly held common stock from preferred shares described as issuable on conversion and excluded from the reported stake.

As a Schedule 13D/A, this amendment updates a holder above 5% and reports DEFJ, LLC and CK Life Sciences as holding 300,040 common shares directly, with sole voting and disposal power.

The reported amount excludes 11,813,859 shares issuable from Series A Preferred Stock and 2,020,582 from Series B Preferred Stock, so those shares are not included in the current 9.9% common-stock holding reported here.

Key Figures

Beneficial ownership: 300,040 shares Ownership percentage: 9.9% Shares outstanding: 3,017,306 shares +4 more

7 metrics

Beneficial ownership 300,040 shares Common stock beneficially owned by each reporting person

Ownership percentage 9.9% Portion of TransCode Therapeutics common stock held by reporting persons

Shares outstanding 3,017,306 shares Common shares outstanding as of July 23, 2026

Series B converted 21.6755 shares Series B Non-Voting Convertible Preferred Stock converted to common

Conversion shares 216,755 shares Common stock issued to DEFJ upon Series B preferred conversion

Series A issuable common 11,813,859 shares Common stock issuable upon conversion of 1,181.3859 Series A Preferred, excluded from reported holdings

Series B issuable common 2,020,582 shares Common stock issuable upon conversion of 202.0582 Series B Preferred, excluded from reported holdings

Key Terms

Schedule 13D, beneficially own, Series A Non-Voting Convertible Preferred Stock, Series B Non-Voting Convertible Preferred Stock, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"The Reporting Persons each beneficially own an aggregate of 300,040 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

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

"convert 21.6755 shares of Series B Preferred Stock into 216,755 shares of Common 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

"DEFJ submitted an irrevocable conversion notice (the "Conversion Notice") to the Company"

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

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Available on EDGAR 07/23/2026 - 04:15 PM Accepted by SEC EDGAR 07/23/2026 - 04:15 PM Learn about SEC filing dates

FAQ

How many TransCode Therapeutics (RNAZ) shares do DEFJ, LLC and CK Life Sciences now hold?

DEFJ, LLC and CK Life Sciences beneficially own 300,040 shares of TransCode Therapeutics common stock. This stake represents approximately 9.9% of the company’s 3,017,306 common shares outstanding as of July 23, 2026, with sole voting and dispositive power over all held shares.

What preferred stock did DEFJ convert into TransCode Therapeutics (RNAZ) common shares?

DEFJ converted 21.6755 shares of Series B Non-Voting Convertible Preferred Stock into 216,755 common shares. This conversion followed an irrevocable conversion notice submitted July 17, 2026, and became effective after stockholders approved Proposals 1 and 2 at the company’s 2026 annual meeting.

What ownership percentage in TransCode Therapeutics (RNAZ) is reported after the conversion?

After the conversion, the reporting persons state beneficial ownership of 9.9% of TransCode Therapeutics’ common stock. This percentage is based on 3,017,306 common shares outstanding as of July 23, 2026, following conversion of certain company convertible securities described in the proxy-related supplement.

Were there other TransCode Therapeutics (RNAZ) share transactions by DEFJ in the last 60 days?

The filers state that, apart from the Series B preferred conversion into 216,755 common shares, the reporting persons have not effected any other transactions in TransCode Therapeutics common stock during the past 60 days. The disclosure focuses solely on this completed conversion event.

What additional TransCode Therapeutics (RNAZ) shares are tied to DEFJ’s preferred stock holdings?

The filers reference 11,813,859 common shares issuable from 1,181.3859 Series A Preferred shares and 2,020,582 common shares issuable from 202.0582 Series B Preferred shares. These potential issuances are expressly excluded from the reported 300,040 common shares beneficially owned.

How was the TransCode Therapeutics (RNAZ) conversion conditioned on stockholder approval?

DEFJ’s July 17, 2026 irrevocable conversion notice was contingent on stockholders approving Proposals 1 and 2 from the June 2, 2026 proxy statement. The conversion of 21.6755 Series B Preferred shares occurred on July 23, 2026, the third business day following that approval.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

07/23/2026

(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 300,040.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 300,040.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

300,040.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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. 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) 2,020,582 shares of Common Stock issuable 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 to be 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.

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 300,040.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 300,040.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

300,040.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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, 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) 2,020,582 shares of Common Stock issuable upon conversion of 202.0582 shares of Series B Preferred Stock. Note to Row 13: Based on 3,017,306 shares of Common Stock to be 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.

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. 3 ("Amendment No. 3") 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 Amendment No. 2, filed on July 17, 2026 ("Amendment No. 2" and, together with the Original Statement, Amendment No. 1 and this Amendment No. 3, 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 replacing the last paragraph of Item 4 with the following: 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 (the "Conversion") 21.6755 shares of Series B Preferred Stock into 216,755 shares of Common Stock (the "Conversion Shares"), such that DEFJ will hold approximately 9.9% of the Company's outstanding Common Stock as of such date. The Conversion was implemented and the Conversion Shares were issued to DEFJ on July 23, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons each beneficially own an aggregate of 300,040 shares of Common Stock which represent approximately 9.9% 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.
(b)	1. Sole power to vote or direct vote: 300,040 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 300,040 4. Shared power to dispose or direct the disposition: 0
(c)	Other than the Conversion discussed above, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.

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:	07/23/2026

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

Signature:	/s/ Yu Ying Choi, Alan Abel
Name/Title:	Yu Ying Choi, Alan Abel/Director
Date:	07/23/2026