Transcode Therapeutics Files 8-K Amendment

TL;DR

Transcode Therapeutics filed an 8-K amendment, mostly about financial docs, no major news yet.

AI Summary

Transcode Therapeutics, Inc. filed an amendment (No. 3) to its Form 8-K on December 23, 2025, reporting events that occurred on October 8, 2025. The filing primarily concerns financial statements and exhibits, with no specific new material events detailed in the provided excerpt.

Why It Matters

This amendment to a previous filing indicates ongoing reporting requirements and updates for Transcode Therapeutics, Inc., though the specific details of the changes are not immediately apparent from this excerpt.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and does not appear to introduce new material risks or significant negative developments.

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Registrant
• October 8, 2025 (date) — Earliest event reported
• December 23, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 001-40363 (other) — SEC File Number
• 81-1065054 (other) — 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

Filing Documents

• tm2533321d1_8ka.htm (8-K/A) — 53KB
• tm2533321d1_ex23-1.htm (EX-23.1) — 2KB
• tm2533321d1_ex99-1.htm (EX-99.1) — 120KB
• tm2533321d1_ex99-2.htm (EX-99.2) — 101KB
• tm2533321d1_ex99-3.htm (EX-99.3) — 196KB
• 0001104659-25-124226.txt ( ) — 693KB
• rnaz-20251008.xsd (EX-101.SCH) — 3KB
• rnaz-20251008_lab.xml (EX-101.LAB) — 33KB
• rnaz-20251008_pre.xml (EX-101.PRE) — 22KB
• tm2533321d1_8ka_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. Risks Related to the Acquisition and Investment There are a number of risks related to the Acquisition and Investment, including the risk factors enumerated below. Accordingly, the Company is providing these additional risk factors to supplement the risks described in "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, and other filings made with the SEC. All references to "TransCode," "we," "us," and "our" mean the Company unless otherwise specified or the context indicates otherwise. There is no guarantee that the Acquisition will increase stockholder value. On October 8, 2025, we consummated the Acquisition. We cannot guarantee that the Acquisition and related transactions will not impair stockholder value or otherwise adversely affect our business. The Acquisition poses significant integration challenges between our businesses and employees which could result in management and business disruptions, any of which could harm our results of operation or business prospects and impair the value of the Acquisition to our stockholders. The Acquisition is subject to a contractual repurchase right in certain circumstances, which could have a material adverse effect on our results of operations, financial condition, and cash flows. In connection with the Acquisition, we agreed to enter into a Repurchase Agreement with DEFJ, pursuant to which DEFJ has the right, but not the obligation, to exercise an option to acquire all of the Company's and its subsidiaries' rights in and to the membership interests of ABCJ (the "Interests") from the Company (the "Repurchase Option") upon the occurrence of certain specified events. In the event that the Repurchase Option is exercised, the Company will be required to sell all of the Interests in exchange for the same amount for which the Company initially

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial The audited financial statements and accompanying notes of ABCJ as of and for the years ended December 31, 2024 and 2023, are filed as Exhibit 99.1 to this Amendment No. 3 and incorporated herein by reference. The unaudited interim condensed financial statements and accompanying notes of ABCJ as of and for the nine months ended September 30, 2025 and 2024, are filed as Exhibit 99.2 to this Amendment No. 3 and incorporated herein by reference. (b) Pro forma financial information . The unaudited pro forma condensed combined balance sheet as of September 30, 2025, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, and the related notes of the Company with respect to the transaction described above, are filed as Exhibit 99.3 to this Amendment No. 3 and incorporated herein by reference. 4 (d) Exhibits . Exhibit Number Description 23.1 Consent of Deloitte Touche Tohmatsu, the independent auditor of ABCJ, LLC. 99.1 Audited financial statements of ABCJ, LLC as of and for the years ended December 31, 2024 and 2023. 99.2 Unaudited interim condensed financial statements of ABCJ, LLC as of and for the nine months ended September 30, 2025 and 2024. 99.3 Unaudited pro forma condensed combined financial statements of TransCode Therapeutics, Inc. as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) 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 December 23 , 2025 6

View Full Filing

View this 8-K/A filing on SEC EDGAR