---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-102361"
form_type: "8-K"
ticker: "RNAZ"
cik: "0001829635"
company_name: "Transcode Therapeutics, Inc."
filed_at: "2025-10-27T23:59:59+00:00"
generated_at: "2026-05-17T02:12:57.781877+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# TransCode amends preferred stock terms: caps conversion at 19.9% of Oct 8 common, removes delisting conversion right

## Summary
- Filed Amended and Restated Certificate of Designation for Series A and B Preferred on Oct 27, 2025.
- Caps aggregate conversion at 19.9% of common outstanding as of Oct 8, 2025, per Nasdaq listing rules.
- Removed holders' right to convert preferred into common upon delisting from Nasdaq.
- Amendment approved by majority of preferred holders and board; no new shares issued.
- Expects proxy statement for conversion approval and change-of-control proposals under Nasdaq rules.

## SEC filing metadata
- accession: 0001104659-25-102361
- form_type: 8-K
- ticker: RNAZ
- cik: 0001829635
- company_name: Transcode Therapeutics, Inc.
- filed_at: 2025-10-27T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/tm2529461d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-102361
- JSON: https://secwatch.observer/filing/0001104659-25-102361.json
- Plain text: https://secwatch.observer/filing/0001104659-25-102361.txt

## Source-grounded claims
- claim_id: ed3cd3e5dcfda2e34740a24d6aecb2181a433952
  claim: Transcode Therapeutics, Inc.: Amended Section 6.1.1 of the Certificate of Designation to clarify conversion limits and removed the holder's right to convert Preferred Stock into Common Stock upon delisting from Nasdaq (effective 2025-10-27).
  evidence_excerpt: The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.