Transcode Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
RNAZ$1.54+3.4%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
EXHIBIT INDEX
| 2.1+ | | Membership Interest Purchase Agreement dated October 8, 2025, relating to ABCJ, LLC by and between TransCode Therapeutics, Inc. and DEFJ, LLC. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025). |
| | | |
| 3.1 | | Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)). |
| | | |
| 3.2 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024). |
| | | |
| 3.3 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on January 16, 2024). |
| | | |
| 3.4 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on November 29, 2024). |
| | | |
| 3.5 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2025). |
| | | |
| 3.6 | | Amended and Restated Bylaws of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.5 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)). |
| | | |
| 3.7 | | Amendment No. 1 to the Amended and Restated Bylaws of TransCode Therapeutics, Inc., effective as of December 8, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 8, 2023). |
| | | |
| 3.8 | | Amended and Restated Certificate of Designation of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated October 27, 2025 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 27, 2025). |
| | | |
| 3.9 | Certificate of Designation of Series C Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated March 2, 2026 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 3, 2026). | |
| | | |
| 4.1 | | Description of Securities (Incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 31, 2022). |
| | | |
| 4.2 | | Form of Representative Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)). |
| | | |
| 4.3 | | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on February 17, 2023). |
| | | |
| 4.4 | | Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on June 6, 2023 (File No. 333-272082)). |
| | | |
| 4.5 | | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on June 5, 2023 (File No. 333-272082)). |
| | | |
| 4.6 | | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on June 5, 2023 (File No. 333-272082)). |
| | | |
| 4.7 | | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on September 25, 2023 (File No. 333-274251)). |
| | | |
| 4.8 | | Form of Underwriter’s Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on September 25, 2023 (File No. 333-274251)). |
| | | |
| 4.9 | | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on December 4, 2023). |
| | | |
| 4.10 | | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 17, 2024). |
| | | |
| 4.11 | | Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 18, 2024). |
| | | |
| 4.12 | | Form of Placement Agent’s Warrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 17, 2024). |
| | | |
| 4.13 | | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 24, 2024). |
| | | |
| 4.14 | | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 2, 2024). |
| | | |
| 4.15 | | Form of Series C Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 2, 2024). |
| | | |
| 4.16 | | Form of Series D Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 2, 2024). |
| | | |
| 4.17 | | Form of Common Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 25, 2025). |
| | | |
| 4.18 | | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on March 25, 2025). |
| | | |
| 4.19+ | | Registration Rights Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025). |
| 4.20 | | Form of Convertible Promissory Notes issued to YA II PN, Ltd. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2026). |
| | | |
| 4.21 | | Registration Rights Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2026). |
| | | |
| 4.22 | | Equity Issuance and Registration Rights Agreement, dated as of March 2, 2026, by and between TransCode Therapeutics, Inc. and Unleash Immuno Oncolytics, Inc. |
| | | |
| 10.1# | | 2020 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599). |
| | | |
| 10.2# | | 2021 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599). |
| | | |
| 10.3# | | Amendment No. 1 to 2021 Stock Option and Incentive Plan (Incorporated by reference to Appendix A to the Registrant’s Amended Proxy Statement pursuant to Schedule 14A of the Securities Exchange Act of 1934, filed on May 20, 2024 (File No. 001-40363)). |
| | | |
| 10.4# | | Amendment No. 2 to 2021 Stock Option and Incentive Plan (Incorporated by reference to Appendix A to the Registrant’s Proxy Statement pursuant to Schedule 14A of the Securities Exchange Act of 1934, filed on July 15, 2025 (File No. 001-40363)). |
| | | |
| 10.5# | | Senior Executive Cash Incentive Bonus Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599). |
| | | |
| 10.6# | | Form of Indemnification Agreement between the Registrant and each of its executive officers (Incorporated by reference to Exhibit 10.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599). |
| | | |
| 10.7# | | Form of Indemnification Agreement between the Registrant and each of its directors (Incorporated by reference to Exhibit 10.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)). |
| | | |
| 10.8† | | Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 26, 2018 (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)). |
| | | |
| 10.9† | | First Amendment to Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 30, 2020 (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)). |
| | | |
| 10.10† | | Second Amendment to Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of September 30, 2025 (Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2025). |
| | | |
| 10.11# | | 2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)). |
| | | |
| 10.12# | | Employment Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.11 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)). |
| | | |
| 10.13# | | Letter Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.12 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)). |
| | | |
| 10.14 | | Common Stock Purchase Agreement, dated April 13, 2023, by and between TransCode Therapeutics,Inc. and White Lion Capital LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on April 14, 2023). |
| | | |
| 10.15 | | Placement Agency Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 25, 2025). |
| | | |
| 10.16+ | | Investment Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on October 8, 2025). |
| | | |
| 10.17 | | Repurchase Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025). |
| | | |
| 10.18 | | Contingent Value Rights Agreement dated as of October 8, 2025, by and between TransCode Therapeutics, Inc. and Vstock Transfer, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on October 17, 2025). |
| | | |
| 10.19 | | Employment Agreement with Philippe Calais, dated as of October 8, 2025 (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2025). |
| 10.20 | | Standby Equity Purchase Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2026). |
| 19.1 | | Insider Trading Policy dated December 24, 2024 (Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2024, filed on April 15, 2025). |
| | | |
| 23.1* | | Consent of WithumSmith+Brown, PC. |
| | | |
| 24.1* | | Power of Attorney (included on signature page). |
| | | |
| 31.1* | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2* | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1** | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 97.1 | | Compensation Recovery Policy (Incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025). |
| | | |
| 101.INS* | | Inline XBRL Instance Document |
| | | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema |
| | | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase |
| | | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase |
| | | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase |
| | | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase |
| | | |
| 104* | | Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101) |
| * | Filed herewith. |
|---|
| ** | The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. |
|---|
| † | Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of the Securities and Exchange Commission. |
|---|
| # | Indicates a management contract or any compensatory plan, contract or arrangement. |
|---|
| + | Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.