SC 13G: Transcode Therapeutics, Inc.

AI Summary

SC 13G filing by Transcode Therapeutics, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• g084353_sc13g.htm (SC 13G) — 86KB
• 0001753926-24-001271.txt ( ) — 87KB

From the Filing

SC 13G 1 g084353_sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TransCode Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89357L303 (CUSIP Number) July 23, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * 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). CUSIP No. 89357L303 13G Page 2 of 8 Pages 1. NAMES OF REPORTING PERSONS 3i, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,716,600 (1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,716,600 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,716,600 (1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (1) 12. TYPE OF REPORTING PERSON (see instructions) PN (1) As more fully described in Item 4 of this statement on Schedule 13G (this “ Schedule 13G ”), such shares and percentage are based on 17,265,658 shares of common stock, par value $0.0001 per share, of the issuer (the “ Common Stock ”), outstanding on July 24, 2024, as verified with the issuer. CUSIP No. 89357L303 13G Page 3 of 8 Pages 1. NAMES OF REPORTING PERSONS 3i Management LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,716,600 (1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,716,600 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,716,600 (1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (1) 12. TYPE OF REPORTING PERSON (see instructions) OO (1) As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 17,265,658 shares of Common Stock outstanding on July 24, 2024, as verified with the issuer. CUSIP No. 89357L303 13G Page 4 of 8 Pages 1. NAMES OF REPORTING PERSONS Maier Joshua Tarlow 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,716,600 (1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,716,600 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,716,600 (1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (1) 12. TYPE OF REPORTING PERSON (see instructions) IN (1) As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 17,265,658 shares of Common Stock outstanding on July 24, 2024, as verified with the issuer. CUSIP No. 89357L303 13G Page 5 of 8 Pages Item 1(a). Name of Issuer: TransCode Therapeutics, Inc. (the “ Issuer ”). Item 1(b). Address of Issuer’s Principal Executive Offices: The Issuer’s principal executive offices are located at 6 Liberty Square, #2382, Boston, MA 02109. Item 2(a). Names of Persons Filing: This Statement on Schedule 13G (the “ Schedule 13G ”) is filed by: (i) 3i, LP, a Delaware limited partnership (“ 3i ”); (ii) 3i Management LLC, a Delaware limited liability company (“ 3i Management ”); and (iii) Maier Joshua Tarlow (“ Mr. Tarlow ”). The foregoing persons are hereinafter sometimes collectively referred to as the

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