Transcode Therapeutics, Inc. 8-K/A

What Happened

• TransCode Therapeutics, Inc. (RNAZ) announced it consummated the acquisition of ABCJ (including Polynoma and its seviprotimut‑L program) on October 8, 2025 and filed an amended Current Report on Form 8‑K to add material risk disclosures related to that transaction.
• The company disclosed a Repurchase Agreement with DEFJ giving DEFJ the option to require TransCode to sell back the acquired membership interests in certain circumstances, and described Preferred Stock conversion and cash‑settlement mechanics that could affect liquidity and equity. The Certificate of Designation for the Series A and Series B Non‑Voting Convertible Preferred Stock is dated October 27, 2025.
• The filing states the acquisition will be accounted for as a business combination (TransCode as acquirer, ABCJ as acquired), with Polynoma’s in‑process R&D (including phase‑3‑ready seviprotimut‑L) carried at fair value; any excess purchase price will be allocated to goodwill. Unaudited pro forma combined financial information was provided for informational purposes.

Key Details

• Acquisition consummated: October 8, 2025.
• DEFJ holdings: ~1,376.69 shares of Preferred Stock and 83,285 shares of Common Stock — which on a fully converted basis represent about 90.8% of the Company’s voting power.
• Conversion/ownership limits: prior to stockholder approval, TransCode will not issue more than 19.9% of outstanding Common Stock in connection with the deal; DEFJ cannot convert to exceed a 9.99% beneficial ownership limit unless changed after stockholder approval and notice.
• Cash‑settlement risk: if TransCode fails to deliver shares issuable on conversion of Preferred Stock (or fails to repurchase if Repurchase Option is exercised), holders may elect to receive cash equal to the then‑current fair value per share — a potential liquidity burden.

Why It Matters

• Potential dilution and control: the Preferred Stock structure and DEFJ’s holdings create the potential for substantial dilution and concentrated voting control (possible “controlled company” status after approvals), which could limit minority shareholders’ influence and change governance standards the company must follow.
• Liquidity and financial risk: the cash‑settlement provisions for undelivered Common Stock and the Repurchase Option could require significant cash outlays or force a re‑transfer of interests at the original purchase price, both of which could materially affect results of operations, cash flow and stockholders’ equity.
• Integration and execution risk: TransCode warned of integration challenges, substantial and hard‑to‑predict integration costs, and accounting adjustments from acquisition accounting (fair value allocations, goodwill) that may materially affect future financial results.
• Informational pro forma: the pro forma statements are presented for informational purposes only and may differ from actual post‑acquisition results once final acquisition accounting is complete.