Transcode Therapeutics, Inc. 8-K

What Happened
TransCode Therapeutics, Inc. (NASDAQ: RNAZ) announced on April 6, 2026 that it entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville) giving the company the option to sell up to $14.0 million of common stock to Yorkville. In addition, Yorkville agreed, subject to conditions, to provide up to $6.0 million in two prepaid advances ($1.0M and $5.0M) in exchange for convertible promissory notes. The company filed a press release and a Registration Rights Agreement requiring it to file a registration statement for the shares by April 30, 2026 and use commercially reasonable efforts to have it declared effective within 90 days.

Key Details

• Commitment amount: up to $14.0 million of common stock available to sell at the company’s option.
• Prepaid advances: up to $6.0 million in two tranches — $1.0M (First Convertible Note) and $5.0M (Second Convertible Note); after a 5% purchase discount the expected gross proceeds are $950,000 and $4,750,000, respectively.
• Conversion mechanics: Convertible Notes accrue interest at 5% (rising to 18% on default); each note converts at the lower of (i) 115% of VWAP on the day before issuance and (ii) 95% of the lowest daily VWAP during the seven trading days before conversion, but not below a Floor Price equal to 20% of the last reported trading price as quoted by Bloomberg (as of the trading day prior to the SEPA). Maturities are 18 months (with up to two 6-month extensions by the company); outstanding amounts auto-convert at maturity unless equity conditions aren’t met.
• Sale pricing and limits: equity Advances priced at 97% of the lowest daily VWAP during a three-day pricing period (company may set a minimum price); an Advance cannot exceed the greater of 100% of average daily trading volume over the prior 5 trading days or 500,000 shares. Exchange cap limits total shares issuable to Yorkville to 183,301 shares (19.99% of outstanding pre-SEPA) unless stockholder approval is obtained; Yorkville ownership capped at 9.99% unless it gives notice (effective after 65 days).
• Fees and registration: Company paid a $25,000 diligence fee and owes a 2.00% commitment fee ($280,000) payable in cash or shares; the company must file Yorkville’s registration statement by April 30, 2026 and use commercially reasonable efforts to get it effective within 90 days.

Why It Matters
This agreement gives TransCode optional access to as much as $14M in equity financing and $6M in near-term prepaid capital, which can provide liquidity flexibility without an immediate firm sale of shares. However, conversion features and potential future share issuances could be dilutive: the SEPA and Convertible Notes permit Yorkville to receive shares (subject to the Exchange Cap and ownership limits), and the convertible notes include low conversion thresholds and default penalties (higher interest and acceleration). The registration timetable and need for any shareholder approval to exceed the 19.99% cap will affect when and how much financing can be drawn under this arrangement. Investors should consider both the capital availability and the potential dilution when assessing the company’s capital position.