Transcode Therapeutics, Inc.

S-11 tm2613173-1_s1.htm S-1

As filed with the Securities and Exchange Commission on April 30, 2026

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

6 Liberty Square — #2382

Boston, MA 02109

(857) 837-3099

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Philippe P. Calais

Chief Executive Officer

6 Liberty Square — #2382

Boston, MA 02109

(857) 837-3099

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Niki Fang, Esq.

Orrick, Herrington & Sutcliffe LLP

405 Howard Street

San Francisco, California 94105

Telephone: (415) 773-5700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED April 30, 2026

Up to 1,533,334 Shares of Common Stock

This prospectus relates to the resale from time to time by YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville” or the “Selling Stockholder”), of up to 1,533,334 shares of our Common Stock, par value $0.0001 per share (“Common Stock”).

The shares of Common Stock to which this prospectus relates consists of shares that we have issued and may, in our discretion, elect to issue and sell to the Selling Stockholder from time to time, pursuant to a Standby Equity Purchase Agreement we entered into with the Selling Stockholder on April 6, 2026 (the “SEPA”). Such shares of Common Stock include (i) up to 750,000 shares of Common Stock that may be issued to the Selling Stockholder upon conversion by the Selling Stockholder of convertible promissory notes (the “Convertible Notes,”) issued to or to be issued to the Selling Stockholder pursuant to the SEPA (the “Conversion Shares”), (ii) up to 750,000 shares of Common Stock that may be issued to the Selling Stockholder upon issuance of advances (the “Advances”) under the SEPA in our sole discretion following an Advance Notice (as defined below) (the “Advance Shares”), and (iii) 33,334 shares of Common Stock we will issue to the Selling Stockholder as consideration for its commitment to purchase shares of Common Stock that we may, in our sole discretion, direct the Selling Stockholder to make, from time to time after the date of this prospectus, pursuant to the SEPA (the “Commitment Shares”).

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholder. However, prior to the date of this prospectus we received gross proceeds of $950,000 from the sale of a Convertible Note, and may receive up to an additional $4,750,000 aggregate gross proceeds from the sale of an additional Convertible Note and up to $14,000,000 aggregate gross proceeds from sales of Common Stock we may elect to make to Yorkville pursuant to the SEPA. See “The Standby Equity Purchase Agreement” for a description of the SEPA and “Selling Stockholder” for additional information regarding Yorkville.

The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. Information about how the Selling Stockholder may sell or otherwise dispose of the shares is described in this prospectus under the caption “Plan of Distribution.” The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of shares of Common Stock and any discounts, commissions, or concessions received by the Selling Stockholder are deemed to be underwriting discounts and commissions under the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement.

We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholder will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for sales of these shares of Common Stock.

Tungsten Partners LLC d/b/a Tungsten Advisors (through its Broker-Dealer, Finalis Securities LLC) (the “Placement Agent”) acted as the sole placement agent for the SEPA. We have agreed to pay the Placement Agent a placement fee equal to 8% of the aggregate principal amount of the Convertible Notes and 4% of the aggregate purchase price of any Advance Shares when and if purchased by Yorkville pursuant to the SEPA.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “RNAZ”. On April 29, 2026, closing price of our Common Stock on The Nasdaq Capital Market was $8.40 per share.

We are an emerging growth company and a smaller reporting company as defined under federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 22 of this prospectus, and under similar headings in any amendment or supplements to this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

, 2026