Transcode Therapeutics (RNAZ) holders disclose 4.9% ownership position

Rhea-AI Filing Summary

Transcode Therapeutics, Inc. shareholders Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz filed an amended Schedule 13G indicating a passive ownership position in the company’s common stock. As of the event date of 12/31/2025, each reporting person beneficially owns 41,601 shares, representing 4.9% of the outstanding common stock.

The filing states that the reporting persons have no sole voting or dispositive power over the shares but share voting and dispositive power for all 41,601 shares. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Transcode Therapeutics, but rather as a passive investment.

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

(Title of Class of Securities)

89357L501

(CUSIP Number)

12/31/2025

(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. 89357L501

1

Names of Reporting Persons

SABBY MANAGEMENT, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 41,601.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 41,601.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

41,601.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 89357L501

1

Names of Reporting Persons

SABBY VOLATILITY WARRANT MASTER FUND LTD

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 41,601.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 41,601.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

41,601.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 89357L501

1

Names of Reporting Persons

HAL MINTZ

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

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 41,601.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 41,601.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

41,601.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Transcode Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 6 LIBERTY SQUARE, 6 LIBERTY SQUARE, BOSTON, MASSACHUSETTS, 02109.
Item 2.
(a)	Name of person filing: Sabby Volatility Warrant Master Fund, Ltd. Sabby Management, LLC Hal Mintz
(b)	Address or principal business office or, if none, residence: Sabby Volatility Warrant Master Fund, Ltd. c/o Captiva (Cayman) Ltd Governors Square, Bldg 4, 2nd Floor 23 Lime Tree Bay Avenue P.O. Box 32315 Grand Cayman KY1-1209 Cayman Islands Sabby Management, LLC 1011 Links Dr. Miami Beach, FL 33109 Hal Mintz c/o Sabby Management, LLC 1011 Links Dr. Miami Beach, FL 33109
(c)	Citizenship: Sabby Volatility Warrant Master Fund, Ltd. - Cayman Islands Sabby Management, LLC - Delaware, USA Hal Mintz - USA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 89357L501
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).
Item 4.	Ownership
(a)	Amount beneficially owned: Sabby Volatility Warrant Master Fund, Ltd. - 41,601 Sabby Management, LLC - 41,601 Hal Mintz - 41,601
(b)	Percent of class: Sabby Volatility Warrant Master Fund, Ltd. - 4.9% Sabby Management, LLC - 4.9% Hal Mintz - 4.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 41601
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 41601
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 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.

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.

SABBY MANAGEMENT, LLC

Signature:	/s/ Robert Grundstein
Name/Title:	Chief Operating Officer
Date:	01/07/2026

SABBY VOLATILITY WARRANT MASTER FUND LTD

Signature:	/s/ Harry Thompson
Name/Title:	Authorized Person of TDF Management Ltd., a Director
Date:	01/07/2026

HAL MINTZ

Signature:	/s/ Hal Mintz
Name/Title:	Hal Mintz
Date:	01/07/2026

FAQ

What stake in Transcode Therapeutics (RNAZ) is reported in this Schedule 13G/A?

The filing reports beneficial ownership of 41,601 shares of Transcode Therapeutics, Inc. common stock, representing 4.9% of the outstanding class.

Who are the reporting persons in this Transcode Therapeutics (RNAZ) Schedule 13G/A?

The reporting persons are Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz.

What voting and dispositive powers are disclosed over Transcode Therapeutics (RNAZ) shares?

Each reporting person reports 0 shares with sole voting or dispositive power and 41,601 shares with shared voting and dispositive power.

What percentage of Transcode Therapeutics (RNAZ) does each reporting person beneficially own?

Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz each report beneficial ownership of 4.9% of the common stock.

What is the event date for the ownership reported for Transcode Therapeutics (RNAZ)?

The date of the event requiring this Schedule 13G/A filing is stated as 12/31/2025.

Is the Transcode Therapeutics (RNAZ) stake reported as a passive investment?

Yes. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of Transcode Therapeutics, but as a passive investment.

What class of Transcode Therapeutics (RNAZ) securities is covered by this filing?

The filing covers common stock of Transcode Therapeutics, Inc., identified by CUSIP 89357L501.