Transcode Therapeutics Files 8-K on Agreements and Equity Sales

TL;DR

Transcode Therapeutics filed an 8-K detailing new agreements and equity sales.

AI Summary

On April 7, 2026, Transcode Therapeutics, Inc. filed an 8-K report detailing a material definitive agreement and unregistered sales of equity securities. The filing also includes information on the creation of a direct financial obligation and Regulation FD disclosures. Specific details regarding the agreements and sales, including dollar amounts and parties involved, are expected to be found within the attached exhibits.

Why It Matters

This filing indicates significant corporate actions by Transcode Therapeutics, potentially impacting its financial obligations and equity structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation into the specifics.

Key Numbers

• 0001829635 — CIK Number (Identifies Transcode Therapeutics, Inc. in SEC filings.)
• 0001104659-26-040171 — Accession Number (Unique identifier for this specific SEC filing.)
• 2026-04-07 — Filing Date (Date the 8-K report was officially filed with the SEC.)

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — Filer of the 8-K report
• 0001829635 (company) — CIK number for Transcode Therapeutics, Inc.
• 0001104659-26-040171 (dollar_amount) — SEC Accession Number for the filing
• 2026-04-07 (dollar_amount) — Filing Date
• 2026-04-06 (dollar_amount) — Period of Report

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital
• $14 million — as the right to sell to Yorkville up to $14 million of shares of the Company's common stock
• $6.0 m — agreed to advance to the Company up to $6.0 million, less certain amounts as describe
• $1.0 million — first Pre-Paid Advance in the amount of $1.0 million is conditioned upon the Company filing
• $50,000 — h a purchase price discount of 5.0% (or $50,000). The First Convertible Note is convert
• $950,000 — ny expects to receive gross proceeds of $950,000 pursuant to the First Convertible Note.
• $5.0 m — the Pre-Paid Advance, in the amount of $5.0 million, will be disbursed to the Company
• $5.0 million — ertible Note in the principal amount of $5.0 million (the "Second Convertible Note"). The Se
• $250,000 — h a purchase price discount of 5.0% (or $250,000) and will be convertible into Common St
• $4,750,000 — ny expects to receive gross proceeds of $4,750,000 pursuant to the Second Convertible Note
• $500,000 — res, specified cross-defaults exceeding $500,000, late SEC periodic reports, trading sus
• $25,000 — a cash "diligence fee" in the amount of $25,000 and (ii) shall pay a commitment fee in
• $280,000 — tment Amount (the "Commitment Fee"), or $280,000, which shall be paid on the earlier of

Filing Documents

• tm2611272d1_8k.htm (8-K) — 54KB
• tm2611272d1_ex4-1.htm (EX-4.1) — 131KB
• tm2611272d1_ex4-2.htm (EX-4.2) — 89KB
• tm2611272d1_ex10-1.htm (EX-10.1) — 293KB
• tm2611272d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-26-040171.txt ( ) — 872KB
• rnaz-20260406.xsd (EX-101.SCH) — 3KB
• rnaz-20260406_lab.xml (EX-101.LAB) — 33KB
• rnaz-20260406_pre.xml (EX-101.PRE) — 22KB
• tm2611272d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 6, 2026 , TransCode Therapeutics, Inc., a Delaware corporation, (the "Company," "we," or "our") entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, LTD, a Cayman Islands exempt limited partnership ("Yorkville"), pursuant to which the Company has the right to sell to Yorkville up to $14 million of shares of the Company's common stock, par value $0.0001 per share, ("Common Stock") subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA (the "Commitment Amount"). Sales of the shares of Common Stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company's option, and the Company is under no obligation to sell any shares of Common Stock to Yorkville under the SEPA. Upon the satisfaction of the conditions to Yorkville's purchase obligation set forth in the SEPA, which include, among other things, (i) having a registration statement registering under the Securities Act of 1933, as amended, (the "Securities Act") the resale of the shares of Common Stock issuable under the SEPA (the "Yorkville Registration Statement"), and (ii) no balance being outstanding under any Convertible Note (as defined below) with certain exceptions, the Company can, at its sole discretion, direct Yorkville to purchase specified amounts of Common Stock (each such event, an "Advance") by delivering written notice to Yorkville (each, an "Advance Notice") in accordance with the terms of the SEPA. The purchase price per share for each Advance is set at 97% of the lowest daily volume weighted average price ("VWAP") during the three consecutive trading days beginning on the date upon which the Advance Notice is delivered (the "Pricing Period"), with certain exceptions and with the Company having the option to set a minimum price. While there is no mandatory minimum amount of Common Stock the Company is required to direct Yorkville

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. Acquisition PIK Dividend As previously disclosed by the Company, on October 8, 2025, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with DEFJ, LLC, a Delaware limited liability company ("DEFJ"), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company ("ABCJ") (such transaction, the "Acquisition"). Prior to the Acquisition, ABCJ was a wholly owned subsidiary of DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc., a listed entity on the Main Board of the Hong Kong Stock Exchange. Under the terms of the Purchase Agreement, upon the consummation of the Acquisition, which occurred concurrently with the execution of the Purchase Agreement, in exchange for all of the membership interests of ABCJ, the Company issued to DEFJ an aggregate of (i) 83,285 shares of Common Stock, and (ii) 1,152.9568 shares of the Company's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"). Tungsten Advisors (through its broker-dealer, Finalis Securities LLC) ("Tungsten") acted as the financial advisor to the Company in connection with the Acquisition. As partial compensation for services rendered by Tungsten, the Company issued to Tungsten and its affiliates and designees an aggregate of 59.2255 shares of Series A Preferred Stock. Pursuant to the Purchase Agreement and the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the "Certificate of Designation") filed with the Secretary of State of Delaware on October 27, 2025, holders of Series A Preferred Stock were entitled to receive, and the Company was required t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 6, 2026, the Company issued a press release announcing its entering into the transactions with Yorkville, as described more fully in Item 1.01 of this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act. Important Information and Where to Find It The Company expects to file a proxy statement with the SEC regarding the approval of the issuance of Common Stock pursuant to the SEPA in excess of the Exchange Cap (the "Yorkville Issuance Proposal"). The definitive proxy statement will be sent to all Company stockholders. Before making any voting decision, investors and securityholders of the Company are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the stockholder meeting at which the Yorkville Issuance Proposal will be voted upon as such documents become available because they will contain important information about the Yorkville Issuance Proposal to be voted upon. Investors and securityholders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. Participants in Solicitation The Company and its respective directors, executive officers, and employees may be deemed to be participants in the solicitation of proxies in respect of the Yorkville Issuance Proposal.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1* Form of Convertible Promissory Notes issued to YA II PN, Ltd. 4.2* Registration Rights Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd. 10.1* Standby Equity Purchase Agreement, dated as of April 6, 2026, between TransCode Therapeutics, Inc. and YA II PN, Ltd. 99.1 Press Release of TransCode Therapeutics, Inc., dated April 6, 2026 (furnished herewith). 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 6

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 April 7, 2026 7