Transcode Therapeutics Files 8-K Amendment

TL;DR

Transcode Therapeutics filed an 8-K amendment on Oct 8, 2025, related to a material agreement and financials.

AI Summary

Transcode Therapeutics, Inc. filed an amendment (Amendment No. 1) to its Form 8-K on October 8, 2025. This amendment pertains to the entry into a material definitive agreement and includes financial statements and exhibits. The filing does not provide specific details on the agreement or financial figures within the provided text.

Why It Matters

This filing indicates an update or correction to a previous report concerning a significant agreement and financial disclosures, which could impact investor understanding of the company's current status.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and does not introduce new material information or significant financial changes in the provided text.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• October 8, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40363 (identifier) — Commission File Number
• 81-1065054 (identifier) — I.R.S. Employer Identification No.
• 6 Liberty Square, #2382 Boston, Massachusetts 02109 (address) — Principal executive offices
• 857-837-3099 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital
• $95,000,000 — n, the Company has agreed to make up to $95,000,000 in contingent milestone payments to DEF
• $25 m — gregate purchase price of approximately $25 million, consisting of a cash subscriptio
• $20 million — sh subscription amount of approximately $20 million and a promissory note (the "Promissory
• $5 million — egate principal amount of approximately $5 million (the "Investment"). The Promissory Note

Filing Documents

• tm2528282d3_8ka.htm (8-K/A) — 50KB
• tm2528282d3_ex10-1.htm (EX-10.1) — 141KB
• 0001104659-25-097919.txt ( ) — 393KB
• rnaz-20251008.xsd (EX-101.SCH) — 3KB
• rnaz-20251008_lab.xml (EX-101.LAB) — 33KB
• rnaz-20251008_pre.xml (EX-101.PRE) — 22KB
• tm2528282d3_8ka_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Membership Interest Purchase Agreement and Investment Agreement On October 8, 2025, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with DEFJ, LLC, a Delaware limited liability company ("DEFJ"), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company ("ABCJ") (such transaction, the "Acquisition"). Prior to the Acquisition, ABCJ was a wholly owned subsidiary of DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc., a listed entity on the Main Board of the Hong Kong Stock Exchange. Under the terms of the Purchase Agreement, upon the consummation of the Acquisition, which occurred concurrently with the execution of the Purchase Agreement (the "Closing"), in exchange for all of the membership interests of ABCJ outstanding immediately prior to the Closing, the Company issued to DEFJ an aggregate of (i) 83,285 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), which shares represented 9.99% of the shares of Common Stock outstanding immediately prior to the Closing, and (ii) 1,152.9568 shares of the Company's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") (as described below). In addition, the Company has agreed to make up to $95,000,000 in contingent milestone payments to DEFJ upon the achievement of certain milestones. Each share of Series A Preferred Stock is convertible into 10,000 shares of Common Stock, as described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation (as defined and described below). The Acquisition is intended to be treated as a taxable exchange for U.S. federal income tax purposes. Concurrently with the Acquisi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 2.1*+ Membership Interest Purchase Agreement, dated October 8, 2025, relating to ABCJ, LLC by and between TransCode Therapeutics, Inc. and DEFJ, LLC. 3.1+ Certificate of Designation of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated October 8, 2025. 4.1*+ Registration Rights Agreement, dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC. 10.1* Investment Agreement, dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC. 10.2+ Repurchase Agreement, dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC. 99.1+ Press Release of TransCode Therapeutics, Inc., dated October 8, 2025. 99.2+ Presentation, dated October 8 , 2025. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. + Previously filed or furnished. 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANSCODE THERAPEUTICS, INC. By: /s/ Thomas A. Fitzgerald Name: Thomas A. Fitzgerald Title: Chief Financial Officer and Secretary October 8, 2025 6

View Full Filing

View this 8-K/A filing on SEC EDGAR