TransCode Therapeutics Schedule 13G shows YA II PN, Ltd. and affiliated entities report shared beneficial ownership of 101,772 shares of Common Stock, equal to 9.9% of the class. The calculation is based on 1,018,740 shares (916,968 shares outstanding as of April 3, 2026 plus 101,772 shares potentially issuable upon conversion of a Convertible Note).
The disclosure states YA II acquired a Convertible Note on April 15, 2026 under a Standby Equity Purchase Agreement dated April 6, 2026, and that YA II and affiliates are prohibited from increasing beneficial ownership above 9.99% under the Purchase Agreement.
Positive
None.
Negative
None.
Insights
YA II and affiliates hold a near‑10% convertible position capped at 9.99%.
The filing quantifies a convertible position of 101,772 shares and a baseline outstanding share count of 916,968 shares as of April 3, 2026. The convertible note and purchase agreement are the instruments enabling potential conversion into common shares.
Key dependencies include the conversion mechanics in the Standby Equity Purchase Agreement and the contractual 9.99% beneficial ownership cap. Subsequent filings will show conversions or sales if/when they occur.
Disclosure aligns with beneficial‑ownership and group attribution rules under Section 13.
The schedule attributes shared voting and dispositive power across YA II, its feeder/funds, advisor entities, and Mark Angelo, listing each as affiliates and reporting aggregate beneficial ownership of 101,772 shares (9.9%).
Contractual limit language — “prohibited from acquiring…to exceed 9.99%” — is stated verbatim and governs potential future conversions. Any change in holdings must be reported in subsequent Section 13 filings.
Key Figures
Reported shares beneficially owned:101,772 sharesPercent of class:9.9%Outstanding shares used in calculation:916,968 shares+3 more
6 metrics
Reported shares beneficially owned101,772 sharesAmount beneficially owned by YA II and affiliates
Percent of class9.9%Percent of Common Stock represented by 101,772 shares
Outstanding shares used in calculation916,968 sharesShares outstanding as of April 3, 2026
Total shares for calculation1,018,740 shares916,968 outstanding plus 101,772 potentially issuable upon conversion
Beneficial ownership cap9.99%Contractual limit under the Standby Equity Purchase Agreement
Convertible Note purchase dateApril 15, 2026Date YA II purchased the Convertible Note
Key Terms
Convertible Note, Standby Equity Purchase Agreement, Beneficial ownership, Group attribution
4 terms
Convertible Notefinancial
"YA II purchased a convertible promissory note on April 15, 2026"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
Standby Equity Purchase Agreementregulatory
"Pursuant to the Standby Equity Purchase Agreement entered into on April 6, 2026"
A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.
Beneficial ownershipfinancial
"Amount beneficially owned: 101,772 (b) Percent of class: 9.9 %"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Group attributionregulatory
"each of the reporting persons is deemed an affiliate of each other reporting person"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TransCode Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
89357L501
(CUSIP Number)
04/15/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
YA II PN, 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
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Standby Equity Purchase Agreement entered into on April 6, 2026 (the "Purchase Agreement") between YA II PN, Ltd. ("YA II") and TransCode Therapeutics, Inc. (the "Issuer"), YA II purchased a convertible promissory note on April 15, 2026 (the "Convertible Note") which may be converted by YA II, from time to time, into shares of Common Stock, par value $0.0001 per share ("Common Stock"), and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any shares of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
YA Global Investments II (U.S.), 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
Yorkville Advisors Global, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
Yorkville Advisors Global II, 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
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
YAII GP, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
YAII GP II, 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
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
Mark Angelo
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
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
CUSIP Number(s):
89357L501
1
Names of Reporting Persons
SC-Sigma Global Partners, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
101,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
101,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TransCode Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
6 Liberty Square, #2382 Boston, MA, 02109
Item 2.
(a)
Name of person filing:
YA II PN, Ltd.
(b)
Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
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:
101,772
(b)
Percent of class:
9.9 %
(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:
101,772
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
101,772
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
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.
What stake does YA II PN, Ltd. hold in TransCode Therapeutics (RNAZ)?
YA II PN, Ltd. (and affiliated reporting persons) report beneficial ownership of 101,772 shares, representing 9.9% of the Common Stock. The figure reflects potential conversion of a Convertible Note into common shares.
How was the 9.9% ownership calculated in the Schedule 13G?
The calculation uses 1,018,740 shares total: 916,968 shares outstanding as of April 3, 2026 plus 101,772 shares potentially issuable upon conversion of the Convertible Note, yielding 9.9%.
When did YA II acquire the convertible instrument tied to RNAZ shares?
YA II purchased the Convertible Note on April 15, 2026 under a Standby Equity Purchase Agreement dated April 6, 2026, which may be converted into Common Stock over time.
Is YA II allowed to increase its ownership above 9.99%?
No. The Schedule states YA II is prohibited from acquiring shares under the Purchase Agreement or Convertible Note that would cause beneficial ownership to exceed 9.99% of outstanding Common Stock.
Who else is included in the reporting group with YA II?
Affiliated reporting persons include YA Global Investments II (U.S.), Yorkville Advisors Global entities, YAII GP entities, SC-Sigma Global Partners, and Mark Angelo, each listed as affiliates sharing beneficial ownership of 101,772 shares.
