TransCode Therapeutics Inc 2024年度报告

Commission File Number:001-40363 TRANSCODE THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware(State or Other Jurisdiction ofIncorporation or Organization)6 Liberty Square, #2382Boston,Massachusetts(Address of Principal Executive Offices) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ As of June 30, 2024, the last day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant’s commonstock held by non-affiliates of the Registrant was approximately $7.3million, based upon the closing price of the Registrant’s common stock on June 28, 2024. Indetermining the market value of non-affiliate common stock, shares of the Registrant’s common stock beneficially owned by officers, directors and affiliates have beenexcluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of Registrant’s Common Stock outstanding as of April 11, 2025, was23,341,336. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference certain information from the Registrant’s definitive Proxy Statement for its 2025 annualmeeting of stockholders, which the Registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after theRegistrant’s fiscal year end of December 31, 2024. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is notdeemed to be filed as part of this Form 10-K. TRANSCODE THERAPEUTICS,INC.ANNUAL REPORT ON FORM 10-K Table of Contents PagePART I7Item 1.Business7Item 1A.Risk Factors56Item 1B.Unresolved Staff Comments113Item 1C.Cybersecurity114Item 2.Properties114Item 3.Legal Proceedings114Item 4.Mine Safety Disclosures114 PART II116Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities116Item 6.Reserved116Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations117Item 7A.Quantitative and Qualitative Disclosures About Market Risk136Item 8.Financial Statements and Supplementary Data136Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure136Item 9A.Controls and Procedures137Item 9B.Other Information138Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection138 PART IIIItem 10.Directors, Executive Officers and Corporate Governance 139Item 11.Executive Compensation139Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters139Item 13.Certain Relationships and Related Transactions, and Director Independence139Item 14.Principal Accounting Fees and Services139 PART IV140Item 15.Exhibits, and Financia