[SCHEDULE 13G/A] TransCode Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

TransCode Therapeutics, Inc. Schedule 13G/A filed by Anson-related parties reports collective beneficial ownership of 27,125 shares of TransCode common stock, representing 0.1% of the outstanding class when including shares underlying warrants. The reporting group includes Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and principals Tony Moore, Amin Nathoo and Moez Kassam, with shared voting and dispositive power over the 27,125 shares and no sole voting or dispositive power reported. The filing states the shares were acquired and are held in the ordinary course of business and not to influence control of the issuer.

Positive

• Clear disclosure of beneficial ownership totaling 27,125 shares (0.1%), including shares underlying warrants
• Reporting includes identification of each reporting person, citizenship/place of organization and addresses

Negative

• None.

Insights

Financial Analyst

TL;DR The disclosed stake is immaterial to control and unlikely to affect TransCode's valuation or governance.

The filing shows a combined beneficial holding of 27,125 shares (0.1%), including shares issuable upon exercise of warrants. For investors, this size is well below thresholds that typically trigger active engagement or reporting changes; the group confirms ordinary-course holding and disclaims an intent to influence control. No changes to sole voting/dispositive power were reported, and the ownership percentage calculation is clearly specified.

Corporate Governance Expert

TL;DR Ownership is disclosed transparently and does not indicate a governance shift.

The reporting persons are identified with addresses and citizenships, and signatures certify the ordinary-course nature of the holdings. Shared voting and dispositive power is indicated, but the aggregate stake is under 5% and expressly under 1%, so there is no material influence on board control or corporate actions based on this filing alone.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

TRANSCODE THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

89357L402

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 89357L402

1

Names of Reporting Persons

Anson Funds Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,125.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,125.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 89357L402

1

Names of Reporting Persons

Anson Management GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,125.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,125.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 89357L402

1

Names of Reporting Persons

Tony Moore

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,125.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,125.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 89357L402

1

Names of Reporting Persons

Anson Advisors Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,125.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,125.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

FI, CO

SCHEDULE 13G

CUSIP No. 89357L402

1

Names of Reporting Persons

Amin Nathoo

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,125.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,125.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 89357L402

1

Names of Reporting Persons

Moez Kassam

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,125.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,125.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TRANSCODE THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 6 Liberty Square, #2382, Boston, MASSACHUSETTS , 02109.
Item 2.
(a)	Name of person filing: Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)	Address or principal business office or, if none, residence: For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore: 16000 Dallas Parkway, Suite 800 Dallas, Texas 75248 For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam: 181 Bay Street, Suite 4200 Toronto, ON M5J 2T3
(c)	Citizenship: Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 89357L402
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Canadian Investment Advisor
Item 4.	Ownership
(a)	Amount beneficially owned: Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 27,125 shares of Common Stock held by the Fund.
(b)	Percent of class: Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 0.1% of the outstanding shares of Common Stock, which includes shares of Common Stock underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. This percentage is determined by dividing 27,125 by 23,368,461, which is the sum of: (i) 23,341,336 shares of Subordinate Voting Shares issued and outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 12, 2025; and (ii) 27,125 the number of shares of Common Stock receivable by the Fund upon exercise of the Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Section 4(a)
	(ii) Shared power to vote or to direct the vote: See Section 4(a)
	(iii) Sole power to dispose or to direct the disposition of: See Section 4(a)
	(iv) Shared power to dispose or to direct the disposition of: See Section 4(a)
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

Anson Funds Management LP

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Anson Management GP LLC

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Tony Moore

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Anson Advisors Inc.

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2025

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2025

Amin Nathoo

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2025

Moez Kassam

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2025

FAQ

What stake does Anson report in TransCode Therapeutics (RNAZ)?

The reporting group discloses beneficial ownership of 27,125 shares, representing 0.1% of the outstanding common stock including warrants.

Does the filing indicate sole voting or dispositive power for the reporters?

No. The filing reports 0 sole voting power and 0 sole dispositive power, with 27,125 shares under shared voting and dispositive power.

Were the shares acquired to influence control of TransCode (RNAZ)?

The signee certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Does the 27,125 share figure include warrants?

Yes. The 0.1% figure is calculated by dividing 27,125 by 23,368,461, which includes shares underlying outstanding warrants held by the reporting group.

Who are the reporting parties named in the Schedule 13G/A?

The filers are Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and individuals Tony Moore, Amin Nathoo and Moez Kassam.