TransCode secures up to $20M flexible financing from Yorkville via SEPA and convertible notes

Transcode Therapeutics, Inc.

Up to $14M SEPA for common stock sales at 97% of lowest 3-day VWAP; up to $6M in pre-paid convertible notes at 5% discount.
First $1M convertible note tranche expected upon filing Form 10-K; second $5M tranche after registration and shareholder approval.
Convertible notes bear 5% interest, mature 18 months, convertible at 115% of prior day VWAP or 95% of lowest 7-day VWAP, floor at 20% of last trade.
Company issued 29.89 Series A Preferred shares as PIK dividend to DEFJ and Tungsten from prior acquisition on April 6, 2026.
CEO states financing extends runway into late 2027/early 2028, enabling completion of Phase 2a trial for TTX-MC138.

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Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Transcode Therapeutics, Inc. entered into Standby Equity Purchase Agreement with YA II PN, LTD valued at $14 million (effective 2026-04-06).

Action: entry
Agreement: equity purchase
Counterparty: YA II PN, LTD
Value: $14 million
Effective: 2026-04-06

Exact text from the filing

On April 6, 2026 , TransCode Therapeutics, Inc., a Delaware corporation, (the “Company,” “we,” or “our”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $14 million of shares of the Company’s common stock

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119 material agreements filed in the last 30 days. Browse all material agreements →

Transcode Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-040171

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