Source-grounded facts extracted from Transcode Therapeutics, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“May 19, 2026, TransCode Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not”
Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“May 19, 2026, TransCode Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not”
Transcode Therapeutics, Inc. entered into Standby Equity Purchase Agreement with YA II PN, LTD valued at $14 million (effective 2026-04-06).
“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”
Transcode Therapeutics, Inc. issued 1,136,364 shares of a new series of non-voting convertible preferred stock of preferred stock to Unleash Immuno Oncolytics, Inc. for one-time payment of 1,136,364 shares of a new series of non-voting convertible preferred stock.
“Unleash will receive a one-time payment of 1,136,364 shares of a new series of non-voting convertible preferred stock of TransCode, convertible into an equal number of shares of common stock of TransCode (the “Preferred Stock”).”
Transcode Therapeutics, Inc.: Filed Certificate of Designation for Series C Non-Voting Convertible Preferred Stock, establishing its preferences, rights, and limitations (effective 2026-03-02).
“On March 2, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”) of the Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share, (the “Series C Preferred Stock”) with the Secretary of State of the State of Delaware”
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).
“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”
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.
“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”).”
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.
“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,”
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.
“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,”
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.”
Transcode Therapeutics, Inc. completed an acquisition involving DEFJ, LLC (closed 2025-10-08).
“On October 8, 2025, the Company completed its acquisition of DEFJ.”
Transcode Therapeutics, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“May 6, 2025, TransCode Therapeutics, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) informing the Company that, for the 30 consecutive business day period between March 24, 2025, through May 5, 2025, the Company’s common stock had not maintained a minimum closing bid price of $1.00 per share as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Notice also indicated that the Company is not eligible for any”
Transcode Therapeutics, Inc.: Filed a Certificate of Amendment to effect a 1-for-28 reverse stock split of common stock, effective May 15, 2025 (effective 2025-05-15).
“On May 5, 2025, TransCode Therapeutics, Inc., (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation to effect a 1-for-28 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as of 12:01 a.m. Eastern Time on May 15, 2025 (the “Effective Time”).”
Transcode Therapeutics, Inc.: Amended certificate of incorporation to effect a 1-for-33 reverse stock split of common stock (effective 2024-12-04).
“On November 26, 2024, TransCode Therapeutics, Inc., (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation to effect a 1-for-33 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as of 12:01 a.m. Eastern Time on December 4, 2024 (the “Effective Time”).”
Transcode Therapeutics, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A), 5505(b)(1), 5505(b)(2), 5505(b)(3)).
“May 7, 2024, (the “Notice”). The Notice was received from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) informing the Company that the Staff had determined that the Company has not regained compliance with the Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Rule") and therefore the Company's common stock would be delisted from The Nasdaq Capital Market unless the Company appeals the Staff's delisting determination by requesting a hearing before the Panel. The Company's request for a hearing will stay any further delisting action by the Staff p”
Transcode Therapeutics, Inc. reported financial results for the fiscal year ended December 31, 2023.
“On April 3, 2024, TransCode Therapeutics, Inc. issued a press release announcing its financial results and other business highlights for the fourth quarter and full year ended December 31, 2023.”
Transcode Therapeutics, Inc. entered into Securities Purchase Agreement with the purchasers named therein valued at approximately $7.25 million (effective 2024-01-18).
“On January 18, 2024, TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”).”
Transcode Therapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-40 reverse stock split of common stock (effective 2024-01-16).
“On January 10, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation to effect a 1-for-40 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as of 12:01 a.m. Eastern Time on January 16, 2024 (the “Effective Time”).”
Thomas A. Fitzgerald was appointed as Interim President and Chief Executive Officer at Transcode Therapeutics, Inc..
“Thomas A. Fitzgerald, the Company’s Chief Financial Officer, was appointed to serve as the Company’s Interim President and Chief Executive Officer, effective January 13, 2024.”
Robert Michael Dudley resigned as President and Chief Executive Officer at Transcode Therapeutics, Inc..
“Robert Michael Dudley entered into a separation agreement with the Company pursuant to which he resigned from his position as the Company’s President and Chief Executive Officer, and as a director of the Company, in each case effective January 13, 2024.”
Transcode Therapeutics, Inc. shareholders approved Approval of an adjournment of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the reverse stock split proposal at the 2024-01-08 meeting.
“(ii) The Adjournment Proposal: Stockholders approved the Adjournment Proposal. The results of the voting included 7,426,024 votes for, 4,836,062 votes against and 210,027 votes abstained. There were no broker non-votes regarding this proposal.”
Transcode Therapeutics, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding shares of common stock by a ratio of any whole number between 1-for-10 and 1-for-40 at the 2024-01-08 meeting.
“The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below: (i) The Reverse Stock Split Proposal: Stockholders approved the Reverse Stock Split Proposal. The results of the voting included 7,081,896 votes for, 5,348,629 votes against and 41,588 votes abstained. There were no broker non-votes regarding this proposal.”
Transcode Therapeutics, Inc.: Amended bylaws to revise stockholder meeting adjournment procedures and reduce quorum requirement from a majority to one-third of outstanding shares entitled to vote (effective 2023-12-08).
“On December 8, 2023, the Board of Directors of TransCode Therapeutics, Inc., a Delaware corporation (the “Company”) authorized, approved and adopted an amendment to the Company’s Amended and Restated Bylaws to (i) revise certain provisions relating to stockholder meeting adjournment procedures and (ii) reduce the quorum requirement for meetings of the Company’s stockholders from a majority of the Company’s outstanding shares entitled to vote, represented in person or by proxy to one-third of the Company’s outstanding shares entitled to vote, represented in person or by proxy (the “Bylaw Amendment”). The Bylaw Amendment became effective immediately upon its adoption and amended Sections 4(e) and 5 under Article I of the Company’s Amended and Restated Bylaws.”
Transcode Therapeutics, Inc. entered into Securities Purchase Agreement with institutional investors named therein valued at $1.21 million (effective 2023-11-30).
“On November 30, 2023, TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $0.242 per share of Common Stock.”
Transcode Therapeutics, Inc. reported financial results for third quarter ended September 30, 2023.
“TransCode Therapeutics, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023”
Transcode Therapeutics, Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5815(a)(2)).
“October 26, 2023, the Company received written notice from Nasdaq (the “October Notification Letter”) that the Panel had granted the Company an exception from compliance with the Stockholders Equity Requirement and extension of continued listing until January 22, 2024, subject to the following: 1. On or before November 14, 2023, the Company shall provide a detailed update to the Panel regarding its meeting the Stockholders’ Equity Requirement; and 2. On or before January 22, 2024, the Company shall provide an update to the Panel on how it demonstrates long-term compliance with the Stockholders”
Transcode Therapeutics, Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5815(a)(2)).
“October 26, 2023, the Company received written notice from Nasdaq (the “October Notification Letter”) that the Panel had granted the Company an exception from compliance with the Stockholders Equity Requirement and extension of continued listing until January 22, 2024, subject to the following: 1. On or before November 14, 2023, the Company shall provide a detailed update to the Panel regarding its meeting the Stockholders’ Equity Requirement; and 2. On or before January 22, 2024, the Company shall provide an update to the Panel on how it demonstrates long-term compliance with the Stockholders”
Transcode Therapeutics, Inc. entered into Underwriting Agreement with ThinkEquity LLC valued at approximately $8.5 million (effective 2023-09-25).
“On September 25, 2023, TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as underwriter (the “Underwriter”), pursuant to which the Company agreed to issue and sell, in a public offering (the “Offering”), an aggregate of (i) 700,000 shares (“Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase 16,163,000 shares of Common Stock”
Transcode Therapeutics, Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5815(a)(2)).
“that the Staff had determined not to accept the Company’s Compliance Plan, that the Company’s request for an extension had been denied, and that the Company’s common stock was subject to delisting from the Nasdaq Capital Market (the “Delisting Determination”). In accordance with Nasdaq Listing Rule 5815(a)(2), the Company was provided with seven calendar days, or until August 2, 2023, to request a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Delisting Determination. The Company subsequently submitted a request for a hearing to Nasdaq, and on August 2, 2023, was notified”
Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“July 26, 2023, the Company received a Delisting Determination Letter from the Staff advising the Company that the Staff had determined not to accept the Company’s Compliance Plan, and that the Company’s request for an extension had been denied. If, in accordance with Nasdaq Listing Rule 5815(a), the Company requests a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s decision, such request will stay any delisting action by the Staff at least until the hearing process concludes and any extension granted by the Panel expires. If the Company does not request a hearing t”
Transcode Therapeutics, Inc. entered into Securities Purchase Agreement with the Purchaser valued at approximately $7.0 million (effective 2023-06-06).
“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.”
Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“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”
Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“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”
Transcode Therapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-05-22).
“On May 19, 2023, TransCode Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as of 4:05 p.m. Eastern Time on May 22, 2023 (the “Effective Time”).”
Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“May 16, 2023, TransCode Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“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”
Transcode Therapeutics, Inc. shareholders approved Ratification of appointment of WithumSmith+Brown, PC as independent registered public accounting firm for fiscal year 2023 at the 2023-05-10 meeting.
“The results of the voting included 10,325,143 votes for, 83,468 votes against and 38,495 votes abstained. There were no broker non-votes regarding this proposal.”
Transcode Therapeutics, Inc. shareholders approved Approval of adjournment of the annual meeting to solicit additional votes for the reverse stock split proposal if necessary at the 2023-05-10 meeting.
“The results of the voting included 9,914,178 votes for, 496,376 votes against and 36,552 votes abstained. There were no broker non-votes regarding this proposal.”
Transcode Therapeutics, Inc. shareholders approved Approval of amendment to certificate of incorporation to effect a reverse stock split by a ratio between 1-for-2 and 1-for-20 at the 2023-05-10 meeting.
“The results of the voting included 9,104,123 votes for, 1,218,265 votes against and 124,718 votes abstained. There were no broker non-votes regarding this proposal.”
Transcode Therapeutics, Inc. shareholders approved Election of five directors for one-year terms at the 2023-05-10 meeting.
“Stockholders voted to approve the election of each of the following director nominees: For Withheld Philippe P. Calais, PhD 6,782,417 531,568 Robert Michael Dudley 6,985,242 328,743 Thomas A. Fitzgerald 6,741,426 572,559 Erik Manting, PhD 6,236,285 1,077,700 Magda Marquet, PhD 6,787,783 526,202 There were 3,133,121 broker non-votes regarding the election of directors.”
Transcode Therapeutics, Inc. entered into White Lion Purchase Agreement with White Lion Capital, LLC valued at up to $1,081,307 (effective 2023-04-13).
“On April 13, 2023, TransCode Therapeutics, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”).”
Transcode Therapeutics, Inc. reported financial results for the year ended December 31, 2022.
“TransCode Therapeutics, Inc. issued a press release announcing its financial results for the year ended December 31, 2022.”
Transcode Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“December 9, 2022, TransCode Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the 30 consecutive business day period between October 27, 2022 through December 8, 2022, the Company’s common stock had not maintained a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”) required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq letter does not result in the immediate delisting of the”
Transcode Therapeutics, Inc. reported financial results for the quarter ended September 30, 2022.
“On November 14, 2022, TransCode Therapeutics, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2022.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.