{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-069475","form_type":"8-K","ticker":"RNAZ","cik":"0001829635","company_name":"Transcode Therapeutics, Inc.","filed_at":"2023-06-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.958656+00:00","generated_at":"2026-06-14T05:14:09.720206+00:00","sec_items":["1.01","3.01","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"TransCode prices $7M public offering; Nasdaq minimum bid price deficiency resolved but equity deficiency persists","bullets":["Priced public offering of 2M shares (or pre-funded warrants) plus 4M Series A warrants at $3.50/share for $7M gross proceeds.","Warrants exercisable at $3.25/share, expire in 3 years; placement agent gets warrants for 140K shares at $4.375.","Nasdaq minimum bid price deficiency cured after 1-for-20 reverse stock split effective May 23, 2023.","Stockholders' equity deficiency remains: $236,792 negative equity at Q1 2023; compliance plan due June 30, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-069475","json":"https://secwatch.observer/filing/0001104659-23-069475.json","markdown":"https://secwatch.observer/filing/0001104659-23-069475.md","text":"https://secwatch.observer/filing/0001104659-23-069475.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1829635/000110465923069475/0001104659-23-069475-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1829635/000110465923069475/tm2316056d10_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T05:14:09.720206+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9c53895126c0b19a727ac0556a07d4180f7aedf5","claim":"Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).","evidence_excerpt":"May 16, 2023, the Company received a deficiency letter from the Staff of Nasdaq notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”). The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, reported stockholders’ equity of $(236,792), which is below the Stockholders’ Equity Requirement for c","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465923069475/0001104659-23-069475-index.htm","confidence":0.9,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"deficiency notice"},{"label":"Deficiency","value":"stockholders equity"},{"label":"Rules","value":"5550(b)(1)"}],"fact_type":"exchange_compliance_notice"},{"claim_id":"ee9dfdd9c0bc01d44be45b991f217d1ba138eba4","claim":"Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).","evidence_excerpt":"uirement Deficiency As previously reported, on May 16, 2023, the Company received a deficiency letter from the Staff of Nasdaq notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”). The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, reported stockholders’ equity of $(236,792), which is b","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465923069475/0001104659-23-069475-index.htm","confidence":0.9,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"deficiency notice"},{"label":"Deficiency","value":"minimum bid price"},{"label":"Rules","value":"5550(a)(2)"}],"fact_type":"exchange_compliance_notice"},{"claim_id":"9435b4f68b3d1a664aa94d3f76cfed3bb22517ea","claim":"Transcode Therapeutics, Inc. entered into Securities Purchase Agreement with the Purchaser valued at approximately $7.0 million (effective 2023-06-06).","evidence_excerpt":"On June 6, 2023, TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchaser named therein (the “Purchaser”), pursuant to which the Company agreed to sell, in a public offering (the “Offering”), an aggregate of 2,000,000 shares of the Company’s common stock (or common stock equivalent in the form of a pre-funded warrant (the “Pre-Funded Warrants”)), par value $0.0001 per share (the “Common Stock”), together with accompanying Series A-1 warrants (the “Series A-1 Warrants”) to purchase 2,000,000 shares of Common Stock and Series A-2 warrants (the “Series A-2 Warrants”) to purchase 2,000,000 shares of Common Stock, at a purchase price of $3.50 per share (or common stock equivalent) and accompanying warrants for gross proceeds to the Company of approximately $7.0 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465923069475/0001104659-23-069475-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"the Purchaser"},{"label":"Value","value":"approximately $7.0 million"},{"label":"Effective","value":"2023-06-06"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}