Transcode Therapeutics, Inc. 8-K

What Happened
TransCode Therapeutics, Inc. (RNAZ) filed a Current Report on Form 8‑K (dated March 3, 2026) disclosing that it filed a Certificate of Designation on March 2, 2026 establishing a Series C Non‑Voting Convertible Preferred Stock (par value $0.0001). The filing relates to transactions with an investor named Unleash and a Registration Rights Agreement referenced in the filing. The company announced the transactions by press release on March 3, 2026. The securities issued in the transaction were issued in a private placement relying on Section 4(a)(2) of the Securities Act and therefore are not registered for public sale.

Key Details

• Certificate of Designation for Series C Non‑Voting Convertible Preferred Stock filed with the Delaware Secretary of State on March 2, 2026.
• Press release announcing the Unleash transactions issued March 3, 2026.
• Securities issued in the transactions were sold in a private offering relying on Section 4(a)(2) of the Securities Act (unregistered).
• Unleash represented it is an “accredited investor” under Rule 501(a) of Regulation D; the filing references a Registration Rights Agreement providing certain registration rights for those securities.

Why It Matters
This 8‑K signals a change to TransCode’s capital structure through creation of a new series of convertible preferred stock and a private financing arrangement. The Certificate of Designation sets the legal rights and limitations for Series C shares (which are non‑voting and convertible), and the related Registration Rights Agreement may affect when and how those securities can become publicly tradable. Because the issuance was unregistered, investors should watch for follow‑on disclosures that provide the number of shares issued, conversion terms, potential dilution to common shareholders, and any effects on governance or future financings.