TransCode Therapeutics Inc美股招股说明书(2026-07-20版)

TransCode Therapeutics,Inc.15,955,543 SharesCommon Stock This prospectus relates to the possible resale or other disposition from time to time by the selling stockholders named in thisprospectus of up to an aggregate of 15,955,543 shares of our Common Stock, par value $0.0001 per share (“Common Stock”), whichconsists of (i)83,285 shares of Common Stock that were issued by us to DEFJ, LLC (“DEFJ”) pursuant to that certain MembershipInterest Purchase Agreement (the “Purchase Agreement”), dated as of October8, 2025, by and between us and DEFJ, (ii)11,529,568shares of Common Stock issuable by us to DEFJ upon the conversion of 1,152.9568 shares of our SeriesA Non-Voting ConvertiblePreferred Stock, par value $0.0001 per share, each of which is convertible into 10,000 shares of Common Stock (“SeriesA PreferredStock”) pursuant to the Purchase Agreement, (iii)up to 298,894 shares of Common Stock issuable by us to holders of SeriesAPreferred Stock upon the conversion of 29.8894 shares of SeriesA Preferred Stock issued as a one-time payment-in-kind dividendpursuant to the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of SeriesA Preferred Stockand SeriesB Preferred Stock (the “Certificate of Designation”), (iv)592,255 shares of Common Stock issuable by us to affiliates ofTungsten Advisors (through its broker-dealer Finalis Securities LLC) (“Tungsten”) upon the conversion of 59.2255 shares of SeriesAPreferred Stock as partial compensation for services rendered by Tungsten in connection with the transactions contemplated by thePurchase Agreement and the Investment Agreement (defined below), (v)2,237,337 shares of Common Stock issuable by us to DEFJupon the conversion of 223.7337 shares of our SeriesB Non-Voting Convertible Preferred Stock, par value $0.0001 per share, each ofwhich is convertible into 10,000 shares of Common Stock (“SeriesB Preferred Stock”) pursuant to that certain Investment Agreementdated as of October8, 2025, by and between us and DEFJ (the “Investment Agreement”), (vi)1,136,364 shares of Common Stockissuable by us to Unleash Immuno Oncolytics,Inc. (“Unleash”) upon the conversion of 1,136,364 shares of our SeriesC Non-VotingConvertible Preferred Stock, par value $0.0001 per share, each of which is convertible into one share of Common Stock (the “SeriesCPreferred Stock,” and together with the SeriesA Preferred Stock and SeriesB Preferred Stock, the “Preferred Stock”) pursuant to anExclusive License Agreement between the Company and Unleash, dated as of March2, 2026 (the “Licensing Agreement”) and(vii)77,840 shares of Common Stock issuable by us to affiliates of Tungsten upon the conversion of 77,840 shares of SeriesCPreferred Stock as partial compensation for services rendered by Tungsten in connection with the transactions contemplated by theLicensing Agreement. Pursuant to the Purchase Agreement, we acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, aDelaware limited liability company (“ABCJ”) (such transaction, the “Acquisition”). Prior to the Acquisition, ABCJ was a whollyowned subsidiary of DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int’l., (Holdings) Inc., a companyincorporated in the Cayman Islands with limited liability (“CK Life Sciences”). Concurrently with the Acquisition, we entered into theInvestment Agreement pursuant to which DEFJ agreed to purchase in a private placement, an aggregate of 223.7337 shares of ourSeriesB Preferred Stock for a price per share of $111,740 (the “Investment”). ABCJ owns 100% of the issued and outstanding membership interests of Polynoma, LLC, a Delaware limited liability company(“Polynoma”) previously headquartered in San Diego, California. Polynoma is an immuno-oncology focused biopharmaceuticalcompany developing Seviprotimut-L, an investigational polyvalent antigen vaccine intended to reduce the risk of recurrence ofmelanoma in patients in stage IIB and IIC who have limited options. Seviprotimut-L has been safely administered in clinical trials tomore than 1,000 patients. The issuance of shares of SeriesC Preferred Stock to Unleash was made pursuant to the Unleash Registration Rights Agreement(as defined below) and the Licensing Agreement. We agreed to file the registration statement of which this prospectus is a part pursuant to (i)that certain Registration RightsAgreement, dated as of October8, 2025, that we entered into in connection with the consummation of the Acquisition and Investment(the “Registration Rights Agreement”) and (ii)that certain Equity Issuance and Registration Rights Agreement, dated as of March2,2026, that we entered into in connection with the consummation of the Licensing Agreement (the “Unleash Registration RightsAgreement”). Additional information with respect to the Registration Rights Agreement and Unleash Registration Rights Agreement iscontained in this prospectus under the heading “Selling Stockholders” and in our Current Reports on F