Transcode Therapeutics Files 8-K
Ticker: RNAZ · Form: 8-K · Filed: Oct 27, 2025 · CIK: 1829635
Sentiment: neutral
Topics: corporate-action, filing, regulatory
TL;DR
Transcode Therapeutics filed an 8-K on 10/27/25 for corporate changes.
AI Summary
Transcode Therapeutics, Inc. filed an 8-K on October 27, 2025, reporting material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and financial statements. The company, incorporated in Delaware with its principal executive offices in Boston, MA, operates in the Pharmaceutical Preparations sector.
Why It Matters
This filing indicates significant corporate actions and potential changes affecting Transcode Therapeutics' security holders and corporate structure.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure and does not inherently present new risks.
Key Numbers
- 001-40363 — SEC File Number (Identifies the company's filing history with the SEC.)
- 81-1065054 — EIN (Employer Identification Number for tax purposes.)
Key Players & Entities
- Transcode Therapeutics, Inc. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- Boston, Massachusetts (location) — Principal executive offices
- October 27, 2025 (date) — Date of earliest event reported
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates 'Material Modifications to Rights of Security Holders' as an item, but the specific details of these modifications are not provided in the excerpt.
What amendments were made to the articles of incorporation or bylaws?
The filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, but the specific amendments are not detailed in this excerpt.
What is the SIC code for Transcode Therapeutics, Inc.?
The Standard Industrial Classification (SIC) code for Transcode Therapeutics, Inc. is 2834, which corresponds to Pharmaceutical Preparations.
When is Transcode Therapeutics, Inc.'s fiscal year end?
Transcode Therapeutics, Inc.'s fiscal year ends on December 31 (1231).
What is the principal executive office address for Transcode Therapeutics, Inc.?
The principal executive offices are located at 6 Liberty Square, #2382, Boston, Massachusetts 02109.
Filing Stats: 1,306 words · 5 min read · ~4 pages · Grade level 12.9 · Accepted 2025-10-27 09:03:49
Key Financial Figures
- $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital
Filing Documents
- tm2529461d1_8k.htm (8-K) — 35KB
- tm2529461d1_ex3-1.htm (EX-3.1) — 77KB
- 0001104659-25-102361.txt ( ) — 301KB
- rnaz-20251027.xsd (EX-101.SCH) — 3KB
- rnaz-20251027_lab.xml (EX-101.LAB) — 33KB
- rnaz-20251027_pre.xml (EX-101.PRE) — 22KB
- tm2529461d1_8k_htm.xml (XML) — 4KB
03
Item 3.03 Material Modification to Rights of Securityholders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment and Restatement of Certificate of Designation As previously disclosed, on October 8, 2025, TransCode Therapeutics, Inc. (the "Company") filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the "Prior Certificate") with the Secretary of State of the State of Delaware in connection with that certain Membership Interest Purchase Agreement dated as of October 8, 2025 (the "Purchase Agreement"), by and between the Company and DEFJ, LLC, a Delaware limited liability company ("DEFJ"), and that certain Investment Agreement dated as of October 8, 2025 (the "Investment Agreement"), by and between the Company and DEFJ. On October 27, 2025, upon obtaining the consent of a majority of the holders of the Company's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), and Series B Non-Voting Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock"), and the approval of the Company's Board of Directors, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the "Amended and Restated Certificate of Designation") with the Secretary of State of the State of Delaware. The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders' approval of the conversion of the applicable series of Preferred Stock into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), in accordance with the listing rules of the Nas
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 3.1 Amended and Restated 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 27, 2025. 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 27, 2025 4