SEC Form 4 · accession 0001104659-26-091078
Transcode Therapeutics, Inc. · RNAZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 3, 2026
Accepted (ET)
Aug 5, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001829635
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Aug 3, 2026 | C | 11,813,859 | — | A | 12,113,899 | D | |
| Common StockF1,F2,F3 | Aug 3, 2026 | C | 2,020,582 | — | A | 14,134,481 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Non-Voting Convertible Preferred StockF4,F3,F1,F2 | — | Aug 3, 2026 | C | 1,181 | D | — | — | Common Stock | 11,813,859 | 0 | D |
| Series B Non-Voting Convertible Preferred StockF3,F1,F2 | — | Aug 3, 2026 | C | 202 | D | — | — | Common Stock | 2,020,582 | 0 | D |
Explanation of responses
- F1Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Non-Voting Convertible Preferred Stock") and (ii) Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Non-Voting Convertible Preferred Stock"), are convertible at any time into shares of Common Stock, par value $0.0001 per share ("Common Stock"), with each share of Series A Non-Voting Convertible Preferred Stock or Series B Non-Voting Convertible Preferred Stock, as applicable, convertible into 10,000 shares of Common Stock. Neither the shares of Series A Non-Voting Convertible Preferred Stock nor the shares of Series B Non-Voting Convertible Preferred Stock have an expiration date.
- F2On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.
- F3DEFJ, a Delaware limited liability company, is a direct, wholly owned subsidiary of Conjoint Inc., a Delaware corporation, which is a direct, wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.
- F4Includes 28.4291 shares of Series A Non-Voting Convertible Preferred Stock previously issued to DEFJ as a payment-in-kind dividend that was exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.