TransCode Therapeutics Inc 2025年度报告

For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________ Commission File Number: 001-40363 TRANSCODE THERAPEUTICS, INC. Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ 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 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 files).YES☒NO☐ 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 the ExchangeAct. 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 or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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 filing reflectthe 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 by any ofthe 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, 2025, the last day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was approximately $6.5 million, based upon the closing price of the Registrant’s common stock on June 30, 2025. In determining the marketvalue of non-affiliate common stock, shares of the Registrant’s common stock beneficially owned by officers, directors and affiliates have been excluded. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. The number of shares of Registrant’s Common Stock outstanding as of April 3, 2026, was 916,968. DOCUMENTS INCORPORATED BY REFERENCEPart III of this Annual Report on Form 10-K incorporates by reference certain information from the Registrant’s definitive Proxy Statement for its 2026 annual meeting 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, 2025. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemedto 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 Factors54Item 1B.Unresolved Staff Comments112Item 1C.Cybersecurity112Item 2.Properties113Item 3.Legal Proceedings113Item 4.Mine Safety Disclosures113 PART II 114Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities114Item 6.Reserved114Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations115Item 7A.Quantitative and Qualitative Disclosures About Market Risk135Item 8.Consolidated 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 Item 15.Exhibits, and Consolidat