0001104659-26-053289
SEC filingTransCode Therapeutics is a clinical-stage biotech developing RNA and immuno-oncology therapies for cancer, registering up to 1,533,334 shares for resale by a selling stockholder under a standby equity purchase agreement.
TransCode Therapeutics is a clinical-stage biotechnology company focused on RNA-based and immuno-oncology therapies for cancer. Its lead candidate, TTX-MC138, targets microRNA-10b, a master regulator of metastasis, and has completed a Phase 1a trial that met its safety endpoint. The company also acquired Polynoma (Seviprotimut-L, a melanoma vaccine) in October 2025 and an oncolytic immunotherapy platform from Unleash in March 2026, diversifying its pipeline. However, all candidates are in early stages (Phase 1/2 or preclinical), and none have received regulatory approval.
The offering is a resale registration for up to 1,533,334 shares held by YA II PN, Ltd. under a Standby Equity Purchase Agreement (SEPA) that provides up to $20 million in potential funding. The SEPA includes convertible notes and advance shares, with the company controlling the timing and amount of sales. Proceeds from any sales to Yorkville will be used for general corporate purposes, but the company will not receive any proceeds from the resale of shares by the selling stockholder.
Financially, the filing does not disclose current cash, debt, or revenue figures, but the company has a history of losses and an audit opinion expressing substantial doubt about its ability to continue as a going concern. As of April 29, 2026, there were 916,968 shares outstanding; the registered shares represent approximately 167% dilution if fully issued. The company also has 15,872,258 shares issuable upon conversion of preferred stock, which would further dilute existing holders.
Key risks include the potential inability to access the full $20 million under the SEPA due to market conditions and the need for stockholder approval to exceed the Nasdaq Exchange Cap. The company's stock is at risk of delisting, and its early-stage pipeline means significant uncertainty regarding future revenue. Management has broad discretion over use of proceeds, and the offering structure could lead to substantial dilution and downward pressure on the stock price.