8-K filed October 8, 2025, 7:59 PM ET ticker RNAZ CIK 0001829635

M&A confidence high sentiment neutral materiality 0.80

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

Machine-readable event card

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accession: 0001104659-25-097799
form_type: 8-K
ticker: RNAZ
cik: 0001829635
company_name: Transcode Therapeutics, Inc.
filed_at: 2025-10-08T23:59:59+00:00
discovered_at: 2026-05-14T18:02:40.670451+00:00
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Source-grounded claims

6fd77c7d2173db300efbf62dc6fd0fc7d88694a8

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).

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

012789a4cd6c7c835de3ba27d7b6a0768697a5e7

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

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This 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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same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This 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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EKSO BIONICS HOLDINGS, INC. May 5, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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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.

Comparable filing

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GYRE THERAPEUTICS, INC. May 4, 2026, 7:59 PM ET m_and_a Items 2.01, 5.03, 1.01, 3.02, 3.03, 5.02, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This 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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same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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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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same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).

Filing page SEC filing

Source: SEC EDGAR

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