Transcode Therapeutics, Inc. (RNAZ): M&A transaction — TransCode acquires ABCJ, gets $25M investment from DEFJ, appoints new CEO

Transcode Therapeutics, Inc.

Acquired 100% of ABCJ for 83,285 common shares (9.99% of pre-close), convertible preferred, and up to $95M milestone payments.
DEFJ invests $25M via Series B convertible preferred ($20M cash + $5M promissory note due Jan 1, 2026 at 4% interest).
Shareholders as of Oct 20, 2025 receive one CVR per share entitling to 50% of future milestone proceeds (7-year term).
Philippe Calais appointed CEO; Thomas Fitzgerald remains CFO; Elizabeth Czerepak joins board and chairs Audit Committee.
Filed Certificate of Designation for Series A and B non-voting convertible preferred stock with PIK dividends and conversion rights.

item 1.01 item 5.03 item 2.01 item 3.02 item 3.03 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Transcode Therapeutics, Inc. issued 83,285 shares of the Company’s common stock of common stock to DEFJ, LLC for issued in exchange for 100% membership interests of ABCJ, LLC.

Security: common stock
Shares: 83,285 shares of the Company’s common stock
Purchaser: DEFJ, LLC
Consideration: issued in exchange for 100% membership interests of ABCJ, LLC

Exact text from the filing

into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited liability company (“DEFJ”), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company (“ABCJ”) (such transaction, the “Acquisition”). Prior to the Acquisition,

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Transcode Therapeutics, Inc. issued 223.7337 shares of Series B Non-Voting Preferred Stock of preferred stock to DEFJ, LLC for aggregate purchase price of approximately $25 million, consisting of $20 million cash and a $5 million promissory note.

Security: preferred stock
Shares: 223.7337 shares of Series B Non-Voting Preferred Stock
Purchaser: DEFJ, LLC
Consideration: aggregate purchase price of approximately $25 million, consisting of $20 million cash and a $5 million promissory note

Exact text from the filing

the Company entered into an Investment Agreement (the “Investment Agreement”) with DEFJ. Pursuant to the Investment Agreement, DEFJ agreed to purchase, and the Company agreed to issue and sell in a private placement, an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), for a price per share of $ 11.1740, for an aggregate purchase price of approximately $25 million, consisting of a cash subscription amount of approximately $20 million and a promissory note (the “Promissory Note”) in the aggregate principal amount of approximately $5 million (the “Investment”).

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Transcode Therapeutics, Inc. issued 1,152.9568 shares of Series A Non-Voting Convertible Preferred Stock of preferred stock to DEFJ, LLC for issued in exchange for 100% membership interests of ABCJ, LLC.

Security: preferred stock
Shares: 1,152.9568 shares of Series A Non-Voting Convertible Preferred Stock
Purchaser: DEFJ, LLC
Consideration: issued in exchange for 100% membership interests of ABCJ, LLC

Exact text from the filing

into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited liability company (“DEFJ”), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company (“ABCJ”) (such transaction, the “Acquisition”). Prior to the Acquisition,

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Transcode Therapeutics, Inc.: Filed Certificate of Designation for Series A and Series B Preferred Stock, establishing their rights, preferences, and limitations (effective 2025-10-08).

Change: charter amendment
Effective: 2025-10-08

Exact text from the filing

On October 8, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Acquisition and the Investment referenced in Item 1.01 above.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Transcode Therapeutics, Inc. completed an acquisition involving DEFJ, LLC (closed 2025-10-08).

Action: acquisition
Counterparty: DEFJ, LLC
Closing: 2025-10-08

Exact text from the filing

On October 8, 2025, the Company completed its acquisition of DEFJ.

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Transcode Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-097799

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