Fitzgerald Files SC 13D for Transcode Therapeutics

TL;DR

**Fitzgerald files 13D on Transcode Therapeutics, Inc. - ownership change incoming.**

AI Summary

Thomas A. Fitzgerald filed an SC 13D on June 21, 2024, for Transcode Therapeutics, Inc. The filing indicates a change in beneficial ownership of the company's common stock. Fitzgerald is listed as the person authorized to receive notices and communications regarding this filing.

Why It Matters

This filing signals a potential shift in control or significant stake acquisition in Transcode Therapeutics, Inc., which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility.

Key Players & Entities

• Thomas A. Fitzgerald (person) — Filing person and authorized contact
• Transcode Therapeutics, Inc. (company) — Subject company
• June 14, 2024 (date) — Date of event requiring filing
• June 21, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $40,429.50 — rson were purchased for an aggregate of $40,429.50 (excluding commissions and other execut
• $1.20 — tock at exercise prices ranging between $1.20 and $1,960.00 per share. The equity pla
• $1,960.00 — ercise prices ranging between $1.20 and $1,960.00 per share. The equity plans under which

Filing Documents

• tm2417766d1_sc13d.htm (SC 13D) — 38KB
• 0001104659-24-073909.txt ( ) — 39KB

From the Filing

SC 13D 1 tm2417766d1_sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89357L303 (CUSIP Number) Thomas A. Fitzgerald TransCode Therapeutics, Inc. 6 Liberty Square, #2382 Boston, MA 02109 (857) 837-3099 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 14, 2024 (Date of Event Which Requires Filing of Statement on Schedule 13D) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (1) Name of Reporting Persons: Thomas A. Fitzgerald (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨ (3) SEC Use Only: (4) Source of Funds (See Instructions): PF (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): (6) Citizenship or Place of Organization: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) Sole Voting Power 422,036 (1) (8) Shared Voting Power 0 (9) Sole Dispositive Power 422,036 (1) (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 422,036 (1) (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): (13) Percent of Class Represented by Amount in Row (11): 5.5% (2) (14) Type of Reporting Person (See Instructions): IN (1) Consists of (i) 1,408 shares of Common Stock held directly by the Reporting Person and (ii) 420,628 shares issuable to the Reporting Person upon exercise of stock options exercisable within 60 days of June 21, 2024. (2) Percentage ownership is calculated based on (i) 7,265,658 shares of Common Stock outstanding, as provided by the Issuer, plus (ii) 420,628 shares of Common Stock underlying stock options held by the Reporting Person that are exercisable within 60 days, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (this “Statement” or “Schedule”) relates to the shares of Common Stock $0.0001 par value per share (the “Common Stock”) of TransCode Therapeutics, Inc. (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 6 Liberty Square, #2382, Boston, MA 02109. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed by Thomas A. Fitzgerald (the “Reporting Person”). (b) The principal business address of the Reporting Person is c/o TransCode Therapeutics, Inc., 6 Liberty Square, #2382, Boston, MA 02109. (c) The Reporting Person is the Interim Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors of the Issuer. (d)-(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information set forth or incorporated by reference in Item 6 of this Statement is incorporated by reference into this Item 3. The 1,408 shares of Common Stock held directly by the Reporting Person were purchased for an aggregate of $40,429.50 (excluding commissions and other execution-related costs) using personal funds. ITEM 4. PURPOSE OF TRANSACTION The information set forth or incorporated by reference in Items 3 and 6 of this Statement is incorporated by reference into this Item 4. The Repo

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