Transcode Therapeutics Files 8-K/A Amendment
Ticker: RNAZ · Form: 8-K/A · Filed: Oct 17, 2025 · CIK: 1829635
Sentiment: neutral
Topics: amendment, material-agreement
TL;DR
Transcode Therapeutics filed an 8-K/A amendment on Oct 17, updating a material agreement from Oct 8.
AI Summary
Transcode Therapeutics, Inc. filed an amendment (8-K/A) on October 17, 2025, to a previous report concerning a material definitive agreement. The original event date was October 8, 2025. The company is incorporated in Delaware and headquartered in Boston, Massachusetts.
Why It Matters
This filing indicates an update or correction to a significant agreement, which could impact the company's business operations or financial standing.
Risk Assessment
Risk Level: low — This is a procedural amendment to a previous filing, not a new event with immediate financial implications.
Key Numbers
- 001-40363 — SEC File Number (Identifies the company's filing with the SEC)
- 81-1065054 — EIN (Employer Identification Number)
Key Players & Entities
- Transcode Therapeutics, Inc. (company) — Registrant
- October 8, 2025 (date) — Earliest event reported
- October 17, 2025 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
- Boston, Massachusetts (location) — Principal executive offices
FAQ
What specific material definitive agreement is being amended by this 8-K/A filing?
The filing does not specify the exact nature of the material definitive agreement being amended, only that it is an amendment to a previous report concerning such an agreement.
What was the original date of the event reported in the initial filing?
The earliest event reported was on October 8, 2025.
When was this amendment (8-K/A) filed with the SEC?
This amendment was filed on October 17, 2025.
Where is Transcode Therapeutics, Inc. headquartered?
Transcode Therapeutics, Inc. is headquartered at 6 Liberty Square, #2382, Boston, Massachusetts 02109.
What is the company's state of incorporation?
The company is incorporated in Delaware.
Filing Stats: 922 words · 4 min read · ~3 pages · Grade level 10.5 · Accepted 2025-10-17 17:09:03
Key Financial Figures
- $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital
Filing Documents
- tm2528999d1_8ka.htm (8-K/A) — 30KB
- tm2528999d1_ex10-1.htm (EX-10.1) — 126KB
- 0001104659-25-100456.txt ( ) — 353KB
- rnaz-20251008.xsd (EX-101.SCH) — 3KB
- rnaz-20251008_lab.xml (EX-101.LAB) — 33KB
- rnaz-20251008_pre.xml (EX-101.PRE) — 22KB
- tm2528999d1_8ka_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Contingent Value Rights Agreement Effective as of October 8, 2025, the Company entered into a Contingent Value Rights Agreement (the "CVR Agreement") with Vstock Transfer, LLC as rights agent (the "Rights Agent"), pursuant to which each holder of Common Stock as of as of 5:00 p.m. Eastern Time on October 20, 2025, including those holders receiving shares of Common Stock in connection with the Acquisition, is entitled to one contractual contingent value right (each, a "CVR") issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of Common Stock held by such holder as of such time. The CVR Agreement has a term of seven years. When issued, each CVR will entitle the holders thereof (the "Holders"), in the aggregate, to 50% of the Net Proceeds (as defined in the CVR Agreement) from any Upfront Payment (as defined in the CVR Agreement) or Milestone Payment (as defined in the CVR Agreement) received by the Company in a given calendar quarter. The distributions in respect of the CVRs that become payable will be made on a quarterly basis and will be subject to a number of deductions, subject to certain exceptions or limitations, including but not limited to certain taxes and certain out-of-pocket expenses incurred by the Company. Under the CVR Agreement, the Rights Agent has, and Holders of at least 40% of the CVRs then-outstanding have, certain rights to audit and enforcement on behalf of all Holders. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than as permitted pursuant to the CVR Agreement. The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated here
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 10.1 Contingent Value Rights Agreement, dated as of October 8, 2025, by and between TransCode Therapeutics, Inc. and Vstock Transfer, LLC. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) 3
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 17, 2025 4