Transcode Therapeutics, Inc.

Transcode Therapeutics, Inc. filed an Amended and Restated Certificate of Designation for its Series C Non-Voting Convertible Preferred Stock on July 16, 2026. This amendment increased the beneficial ownership limitation for holders of Series C Preferred Stock from 4.99% to 9.99%. The change was approved by the company's Board of Directors and a majority of the Series C Preferred Stock holders, with no new securities being issued or sold.

TransCode Therapeutics, Inc. has released a presentation outlining its three-platform oncology strategy. The company is advancing its lead candidate, TTX-MC138, in Phase 2a trials for advanced cancers. Other pipeline assets include the cancer vaccine Seviprotimut-L, the oncolytic virus UIO-524, and RNAi-based therapeutics like TTX-siPD-L1 and TTX-RIGA. The presentation also details recent corporate financing and investment activities, including a $25 million investment from CK Life Sciences.

TransCode Therapeutics, Inc. announced the successful completion of its Phase 1a dose escalation clinical trial for TTX-MC138, its lead therapeutic candidate. The trial met its primary endpoint of safety and tolerability, with no dose-limiting toxicities observed. The company reported durable disease stabilization in 64% of evaluable metastatic cancer patients and is now advancing TTX-MC138 into Phase 2a clinical development for patients with circulating tumor DNA (ctDNA) positive colorectal cancer.

Transcode Therapeutics, Inc. announced its 2026 annual meeting of stockholders will be held on July 2, 2026, with May 28, 2026, set as the record date for voting. The company noted this date represents a change of more than 30 days from the one-year anniversary of its 2025 annual meeting, in compliance with Rule 14a-5(f) under the Exchange Act. Key deadlines for shareholder proposals and director nominations, including those under the universal proxy rules, are set for June 11, 2026.

Transcode Therapeutics, Inc. received a deficiency letter from Nasdaq for failing to meet the minimum stockholders' equity requirement. The company's reported stockholders' equity of $1,251,427 is below the required $2,500,000. Transcode Therapeutics has until July 3, 2026, to submit a plan to regain compliance, with a potential 180-day extension. Failure to comply could result in the delisting of its common stock, which would materially adversely affect the company.

Transcode Therapeutics reported a net loss of $(17.8) million for the three months ended March 31, 2026, an increase from $(12.1) million in the prior year period. The company's cash balance decreased to $12.8 million, and it explicitly stated substantial doubt about its ability to continue as a going concern, with current funds expected to last only until approximately year-end 2026. This follows the October 2025 acquisition of ABCJ, LLC (Polynoma) and a $25 million investment, as well as the recent issuance of Series C Preferred Stock for a licensing agreement.

Transcode Therapeutics, Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amendment's sole purpose is to include previously omitted information from Part III and Part IV, covering items such as Directors, Executive Officers, Corporate Governance, Executive Compensation, and related matters. New certifications from the principal executive and financial officers were also filed as exhibits.

Transcode Therapeutics, Inc. filed its annual report (Form 10-K) for the fiscal year ended December 31, 2025. The company reported an aggregate market value of approximately $6.5 million for its common stock held by non-affiliates as of June 30, 2025. The filing confirms the company's status as a non-accelerated filer, smaller reporting company, and emerging growth company.

Transcode Therapeutics, Inc. (RNAZ) announced it has entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD (Yorkville), providing the company with the option to sell up to $14 million of its common stock. This agreement offers RNAZ financial flexibility, allowing it to access capital at its discretion to support ongoing operations and development initiatives without an immediate obligation to sell shares. The pricing for any future advances will be set at 97% of the lowest daily volume weighted average price (VWAP) over a three-day period, with the company retaining the option to establish a minimum price. This facility provides a potential funding source for the emerging growth company, subject to certain conditions including a resale registration statement.

Transcode Therapeutics, Inc. (RNAZ) announced on April 6, 2026, the establishment of a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD, providing the company with access to up to $14 million in equity financing. This agreement allows RNAZ, at its sole discretion, to sell shares of its common stock to Yorkville at a price set at 97% of the lowest daily volume-weighted average price (VWAP) over a three-day period. This flexible financing facility offers RNAZ a potential source of capital to support its operations and development initiatives, without an immediate obligation to draw funds. While providing financial flexibility, the agreement also signals potential future dilution for existing shareholders as the company may issue new shares.