Recent Updates — RNAZ
TransCode Therapeutics announced that its board of directors has initiated a formal strategic process to evaluate opportunities designed to maximize the value of the Company and its oncology portfolio, including its lead product candidate, TTX-MC138. The company engaged Tungsten Advisors as exclusive financial advisor to assess a broad range of potential transactions involving the company, its lead therapeutic candidate TTX-MC138, and other oncology programs. Potential opportunities may include licensing or sale of individual assets, development and commercialization partnerships, portfolio transactions, business combinations, or other strategic transactions. There is no assurance that the process will result in any transaction. TransCode Therapeutics is a clinical-stage biopharmaceutical company developing RNA-based therapeutics and immuno-oncology treatments for high-risk and advanced cancers.
TransCode Therapeutics, Inc. paid $840,975 to Yorkville II PN, Ltd. on October 1, 2026, to waive an Amortization Event triggered by its stock price falling below the $1.72 Floor Price threshold under a Standby Equity Purchase Agreement. The payment covers $759,000 in principal, a $75,900 premium, and accrued interest, reducing the outstanding Convertible Notes balance to approximately $4.1 million. Yorkville waived the event through October 31, 2026, avoiding mandatory monthly amortization payments that would have been calculated as 18% of principal plus additional fees. TransCode Therapeutics operates in the biotechnology industry, focusing on developing RNA-based therapies.
TransCode Therapeutics announced that Thomas A. Fitzgerald resigned as Chief Financial Officer and director effective September 9, 2026, due to no disagreement with the company. His resignation triggers a Separation Agreement providing up to $1,250,000 in severance, contingent on funding thresholds of $5 million or $10 million within one year. All outstanding equity awards vested immediately, and he received a new option for 185,000 shares with performance-based acceleration. John Tattory was appointed Interim CFO effective the same date. TransCode Therapeutics operates in the biotechnology industry, focusing on developing RNA-based therapeutics.
TransCode Therapeutics filed a Second Amended and Restated Certificate of Designation for its Series A and Series B Non-Voting Convertible Preferred Stock on August 3, 2026. This amendment removed the requirement for 60 days' notice to change or waive the beneficial ownership limitation previously set in the October 2025 designation. No additional securities were issued or sold in connection with this filing. TransCode Therapeutics operates in the biotechnology industry, focusing on developing therapies for rare diseases.
At its 2026 Annual Meeting on July 20, 2026, TransCode Therapeutics, Inc. stockholders approved several material items. These include the issuance of common stock upon the conversion of Series A, B, and C Non-Voting Convertible Preferred Stock, and the issuance of common stock under a Standby Equity Purchase Agreement and convertible promissory notes with YA II PN, Ltd. Additionally, stockholders approved increasing the 2021 Stock Option and Incentive Plan by 1,734,262 shares. The company also elected six directors and ratified WithumSmith+Brown, PC as its independent auditor. TransCode Therapeutics is a biotechnology company that develops therapeutic candidates.