As filed with the Securities and Exchange Commission on ~~December 6~~April 30, ~~2024~~2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1 REGISTRATION STATEMENT

~~REGISTRATION STATEMENT~~ UNDER ~~THE~~ THE SECURITIES ACT OF 1933

TRANSCODE THERAPEUTICS, INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

	Delaware			2834			81-1065054
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)

Delaware

(State or other jurisdiction of
incorporation or organization)

2834

(Primary Standard Industrial
Classification Code Number)

81-1065054

(I.R.S. Employer
Identification Number)

6 Liberty Square - — #2382 Boston, MA 02109 (857-) 837-3099~~) (Address,~~ ~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~

Thomas A. Fitzgerald Interim Chief Executive Officer and Chief Financial Officer TransCode Therapeutics, Inc. 6 Liberty Square, #2382 Boston, MA 02109 (~~857) 837-3099 (Name~~Address, ~~address,~~ including zip code, and telephone number, including area code, of ~~agent~~registrant’s ~~for~~principal ~~service~~executive offices)

~~Copy~~Philippe ~~to:~~P. Calais Chief Executive Officer TransCode Therapeutics, Inc. 6 Liberty Square — #2382 Boston, MA 02109 (857) 837-3099

~~Michael~~(Name, ~~Bison Finnbarr~~address, ~~Murphy Goodwin~~including ~~Procter~~zip ~~LLP 100~~code, ~~Northern~~and ~~Avenue~~telephone ~~Boston~~number, MAincluding ~~02210~~area ~~(617)~~code, ~~570-1000~~of agent for service)

~~Approximate~~Copies ~~date of commencement of proposed sale~~ to ~~the public~~: ~~From time to time after the Registration Statement becomes effective.~~

IfNiki ~~any~~Fang, ofEsq. ~~the~~ Orrick, ~~securities~~Herrington ~~being~~& ~~registered~~Sutcliffe onLLP ~~this~~ 405 ~~form~~Howard ~~are~~Street to San beFrancisco, ~~offered~~California on94105 a Telephone: ~~delayed or continuous basis pursuant to Rule~~ (415) ~~under~~773-5700 ~~the Securities Act of 1933, check the following box. ☐~~

IfApproximate ~~this~~date ~~form~~of iscommencement ~~filed~~of toproposed ~~register~~sale ~~additional securities for an offering pursuant~~ to ~~Rule 462(b) under~~ the ~~Securities~~public: ~~Act,~~As ~~check~~soon ~~the~~as ~~following~~practicable ~~box~~after ~~and list~~ the ~~Securities~~effective ~~Act~~date ~~registration statement number~~ of ~~the~~this ~~earlier~~Registration ~~effective registration statement for the same offering~~Statement. ☐

If ~~this~~any ~~form~~of isthe asecurities ~~post-effective~~being ~~amendment~~registered ~~filed~~on ~~pursuant~~this Form are to ~~Rule 462(c)~~be ~~under~~offered ~~the~~on ~~Securities~~a ~~Act,~~delayed ~~check~~or ~~the~~continuous ~~following~~basis ~~box~~pursuant ~~and~~to ~~list~~Rule 415 under the Securities Act ~~registration statement number~~ of ~~the~~1933, ~~earlier~~check ~~effective registration statement for~~ the ~~same~~following ~~offering~~box. ☐☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

Large accelerated filer: ☐ Accelerated filer: ☐ Non-accelerated filer: ☒ Smaller reporting company: ☒ Emerging growth company: ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this ~~registration~~Registration ~~statement~~Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this ~~registration~~Registration ~~statement~~Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the ~~registration~~Registration ~~statement~~Statement shall become effective on such date as the ~~Securities and Exchange~~ Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. ~~The~~These ~~selling~~securities ~~stockholders named in this prospectus~~ may not ~~sell~~be ~~these~~sold ~~securities~~ until the registration statement ~~becomes~~filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and ~~the~~it ~~selling~~is ~~stockholders named in this prospectus are~~ not soliciting ~~offers~~an offer to buy these securities in any jurisdiction where the offer ~~for~~or sale is not permitted.

~~Subject~~PRELIMINARY ~~To Completion, Dated December 6, 2024~~ PROSPECTUS

~~PROSPECTUS~~SUBJECT TO COMPLETION, DATED April 30, 2026

~~173~~Up to 1,~~033~~533,334 Shares of Common Stock

~~470~~TransCode Therapeutics,~~007~~ ~~shares~~Inc. ~~of Common Stock underlying the Pre-Funded Warrants~~

UpThis prospectus relates to 4the resale from time to time by YA II PN,~~050~~ LTD.,~~953~~ a Cayman Islands exempt limited company (“Yorkville” or the “Selling Stockholder”), of up to 1,533,334 shares of our Common Stock, ~~underlying~~par ~~the~~value ~~Series C~~$0.0001 ~~Warrants~~per share (“Common Stock”).

UpThe shares of Common Stock to 12which this prospectus relates consists of shares that we have issued and may,~~152~~ in our discretion,~~856~~ elect to issue and sell to the Selling Stockholder from time to time, pursuant to a Standby Equity Purchase Agreement we entered into with the Selling Stockholder on April 6, 2026 (the “SEPA”). Such shares of Common Stock ~~underlying~~include (i) up to 750,000 shares of Common Stock that may be issued to the ~~Series~~Selling Stockholder upon conversion by the Selling Stockholder of convertible promissory notes (the “Convertible Notes,”) issued to or to be issued to the Selling Stockholder pursuant to the SEPA (the “Conversion Shares”), (ii) Dup ~~Warrants~~to 750,000 shares of Common Stock that may be issued to the Selling Stockholder upon issuance of advances (the “Advances”) under the SEPA in our sole discretion following an Advance Notice (as defined below) (the “Advance Shares”), and (iii) 33,334 shares of Common Stock we will issue to the Selling Stockholder as consideration for its commitment to purchase shares of Common Stock that we may, in our sole discretion, direct the Selling Stockholder to make, from time to time after the date of this prospectus, pursuant to the SEPA (the “Commitment Shares”).

~~This~~We ~~prospectus~~are ~~relates~~not ~~to the resale by the~~ selling ~~stockholders~~any ~~identified~~securities inunder this prospectus ~~under~~and ~~the~~will ~~section~~not ~~“The~~receive ~~Selling~~any ~~Stockholders,”~~proceeds ~~or their pledgees, donees, transferees or other successors in interest,~~ from ~~time~~the tosale ~~time,~~ of ~~(i) 173,033~~Common ~~shares~~Stock ofby ~~our~~the ~~common~~Selling ~~stock, par value $0~~Stockholder.~~0001~~ ~~per share~~However, ~~(“Common~~prior ~~Stock”)~~to ~~issued~~the indate ~~a private placement~~ of ~~our~~this ~~securities~~prospectus ~~(the~~we ~~“PIPE”),~~received ~~(ii) 470,007~~gross ~~shares~~proceeds of ~~Common~~$950,000 ~~Stock~~from (the ~~“PIPE~~sale ~~PFW Shares”) issuable upon exercise~~ of ~~pre-funded~~a ~~warrants~~Convertible ~~(each~~Note, aand ~~“PIPE~~may ~~PFW”),~~receive ~~(iii)~~ up to an additional $4,~~050~~750,~~953~~000 ~~common~~aggregate ~~shares~~gross ~~underlying~~proceeds ~~warrants~~from (the ~~“Series C~~sale ~~Common~~of ~~Warrants”)~~an toadditional ~~purchase~~Convertible ~~Common~~Note ~~Stock (the “Series C Common Warrant Shares”)~~ and ~~(iv)~~ up to 12$14,~~152~~000,~~856~~000 ~~common~~aggregate ~~shares~~gross ~~underlying~~proceeds ~~warrants~~from tosales ~~purchase~~of Common Stock ~~(the~~we ~~“Series D~~may ~~Common~~elect ~~Warrants”~~to ~~and~~make together with the Series C Common Warrants, the “Common Warrants”; the Common Warrants together with the PIPE PFW, the “Warrants”) and together with the Series C Common Warrant Shares, the “Common Warrant Shares,” the Common Warrant Shares together with the PIPE PFW Shares, the “Warrant Shares”) sold to ~~the~~Yorkville ~~Selling Stockholders and certain of their affiliates (the “Selling Stockholders”)~~ pursuant to the ~~stock~~SEPA. ~~purchase~~See ~~agreement dated as of November 26, 2024, (the~~ “~~PIPE~~The ~~SPA”)~~Standby byEquity ~~and~~Purchase ~~between TransCode Therapeutics, Inc. (the “Company~~Agreement”), ~~and~~for ~~the~~a ~~Selling~~description ~~Stockholders. We are registering the offer, sale and resale, from time to time,~~ of the ~~Common~~SEPA ~~Stock issued in the PIPE, the PIPE PFW Shares~~ and ~~the Warrant Shares (collectively, the~~ “~~Resale~~Selling ~~Shares~~Stockholder”) onfor ~~behalf~~additional ofinformation ~~the~~regarding ~~Selling Stockholders~~Yorkville.

~~Each~~The ~~Series C~~Selling ~~Warrant~~Stockholder ~~has~~may ansell ~~initial~~or ~~exercise~~otherwise ~~price~~dispose ~~per~~of ~~share~~the shares of ~~$15.675~~Common Stock described in this prospectus in a number of different ways and ~~will~~at bevarying ~~exercisable~~prices. ~~beginning~~Information onabout how the ~~date~~Selling onStockholder ~~which~~may ~~Stockholder~~sell ~~Approval~~or ~~(as~~otherwise ~~defined~~dispose ~~below)~~of the shares is ~~received~~described ~~and~~in ~~deemed~~this ~~effective~~prospectus (under the caption “~~Initial~~Plan ~~Exercise~~of ~~Date~~Distribution.” orThe ~~the~~Selling “Stockholder ~~Approval~~is ~~Date~~an “underwriter”). ~~The~~within ~~Series~~the meaning of Section C2(a)(11) ~~Warrants~~of ~~will~~the ~~expire~~Securities Act of 1933, as amended (the “Securities Act”), and any profits on the ~~five-year~~sales ~~anniversary~~of shares of ~~the~~Common ~~Initial~~Stock ~~Exercise~~and ~~Date.~~any ~~Additionally~~discounts, ~~the~~commissions, ~~Series C~~or ~~Warrants~~concessions ~~provide~~received ~~for~~by anthe ~~adjustment~~Selling Stockholder are deemed to ~~the~~be ~~exercise~~underwriting ~~price~~discounts and ~~number~~commissions ofunder ~~shares~~the ~~underlying~~Securities ~~such~~Act. ~~the~~If ~~Series C~~any ~~Warrants~~underwriters, ~~upon~~dealers, or agents are involved in the ~~Company’s~~sale ~~issuance~~of any of ~~common~~the ~~shares~~securities, ortheir ~~common~~names ~~share~~and ~~equivalents~~any atapplicable apurchase price, ~~per~~fee, ~~share~~commission, ~~that~~or isdiscount ~~less~~arrangement ~~than~~between ~~the~~or ~~exercise~~among ~~price~~them ofwill ~~the~~be ~~Series C~~set ~~Warrants~~forth, ~~subject~~or towill abe ~~floor~~calculable ~~price~~from ofthe ~~$2.4882~~information ~~(the~~set ~~“Floor~~forth, ~~Price”)~~in any applicable prospectus supplement.

~~The~~We ~~Series D~~will ~~Warrants~~bear ~~have~~all anof ~~initial~~the ~~exercise~~registration ~~price~~expenses ~~per~~incurred ~~share~~in ofconnection ~~$15.675~~with ~~and~~the ~~will~~registration beof ~~exercisable~~these ~~beginning~~shares onof ~~the~~Common ~~Initial Exercise Date~~Stock. The ~~Series D~~Selling ~~Warrants~~Stockholder will ~~expire~~pay ~~two~~discounts, ~~and~~commissions, ~~one-half years~~fees ~~after~~of ~~the~~underwriters, ~~Initial~~selling ~~Exercise~~brokers ~~Date.~~or ~~Under~~dealer anmanagers ~~alternative~~and ~~cashless~~similar ~~exchange~~expenses, ~~provision~~if ~~in the Series D Warrants~~any, ~~holders~~incurred ~~thereof~~for ~~have~~sales ~~the right to receive an aggregate number~~ of ~~shares~~these ~~equal to the product of (i) the aggregate number of common~~ shares ~~that would be issuable upon a cash exercise~~ of ~~the~~Common ~~Series D Warrants and (ii) 3~~Stock.0.

InTungsten ~~addition,~~Partners onLLC ~~the~~d/b/a ~~11th~~Tungsten ~~trading~~Advisors ~~day following each of~~ (~~i) the~~through ~~later~~its ofBroker-Dealer, ~~(A) the~~Finalis ~~Stockholder~~Securities ~~Approval Date and (B~~LLC) ~~the~~ ~~Effective Date~~ (~~as that term is defined in~~ the ~~PIPE~~“Placement ~~SPA~~Agent”) ~~and~~acted ~~(ii) each subsequent date that a Registration Statement (~~as ~~that term is defined in~~ the ~~PIPE~~sole ~~SPA)~~placement isagent ~~declared~~for ~~effective by~~ the ~~Securities~~SEPA. ~~and~~We ~~Exchange~~have ~~Commission,~~agreed ifto ~~any~~pay ~~(each such trading day, a “Reset Date”),~~ the ~~Series C~~Placement ~~Warrants~~Agent ~~and the Series D Warrants contain~~ a ~~reset~~placement offee ~~the exercise price to a price~~ equal to ~~the~~8% ~~lesser~~ of ~~(i)~~ the ~~then~~aggregate ~~applicable~~principal ~~exercise~~amount ~~price and (ii) the greater~~ of the ~~Floor~~Convertible ~~Price~~Notes and ~~the~~4% ~~lowest~~of ~~volume~~the ~~weighted~~aggregate ~~average~~purchase price ~~for~~of ~~the~~any ~~ten~~Advance ~~trading~~Shares ~~days~~when ~~immediately~~and ~~preceding~~if ~~the~~purchased ~~Reset~~by ~~Date.~~Yorkville ~~Upon~~pursuant ~~such~~to ~~reset of~~ the ~~exercise~~SEPA. ~~price, the number of~~

~~TABLE~~ Our OFCommon ~~CONTENTS~~Stock is listed on The Nasdaq Capital Market under the symbol “RNAZ”. On April 29, 2026, closing price of our Common Stock on The Nasdaq Capital Market was $8.40 per share.

~~shares~~We ~~issuable~~are ~~under~~an ~~the~~emerging ~~Common~~growth ~~Warrants~~company ~~shall~~and bea ~~increased~~smaller ~~such~~reporting ~~that~~company ~~the~~as ~~aggregate~~defined ~~exercise~~under ~~price~~federal ofsecurities ~~the~~laws ~~Common~~and, ~~Warrants~~as ~~shall~~such, ~~remain~~may ~~unchanged~~elect ~~following~~to ~~such~~comply ~~reset~~with certain reduced public company reporting requirements for future filings.

~~The~~Investing ~~issuance~~in ofour ~~shares~~securities ofinvolves ~~Common~~a ~~Stock~~high ~~upon~~degree ~~exercise~~ of ~~the~~risk. ~~Common~~You ~~Warrants~~should isreview ~~subject~~carefully tothe ~~stockholder~~risks ~~approval under applicable rules~~ and ~~regulations~~uncertainties ofdescribed ~~The~~under ~~Nasdaq~~the ~~Stock~~heading ~~Market LLC (~~“~~Nasdaq”)~~Risk ~~(“Stockholder Approval~~Factors” ~~and~~beginning ~~the date~~ on ~~which~~page ~~Stockholder~~22 ~~Approval~~of isthis ~~received~~prospectus, and ~~deemed~~under ~~effective,~~similar ~~the~~headings ~~“Stockholder~~in ~~Approval~~any ~~Date”).~~amendment ~~The~~or ~~Company~~supplements ~~intends~~ to ~~hold~~this ~~a shareholder meeting to obtain Stockholder Approval within 70 days following the closing of the PIPE~~prospectus.

~~The~~Neither ~~Selling Stockholders may resell or dispose of~~ the ~~Resale~~U.S. ~~Shares,~~Securities orand ~~interests~~Exchange ~~therein,~~Commission ~~at fixed prices, at prevailing market prices at~~ (the ~~time of sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in the section of this prospectus titled~~ “~~Plan of Distribution~~SEC”.) ~~The~~nor ~~Selling Stockholders will each bear their respective commissions and discounts, if~~ any, ~~attributable~~state tosecurities ~~the~~commission ~~sale~~has approved or ~~disposition~~disapproved of ~~the~~these ~~Resale~~securities ~~Shares,~~ or ~~interests~~passed ~~therein,~~upon ~~held by such Selling Stockholder. We will bear all other costs, expenses and fees in connection with~~ the ~~registration~~accuracy ofor ~~the~~adequacy ~~resale~~ of ~~the~~this ~~Resale Shares~~prospectus. WeAny ~~will~~representation ~~not~~to ~~receive any of~~ the ~~proceeds~~contrary ~~from~~is ~~the~~a ~~sale~~criminal ~~by the Selling Stockholders of the Common Stock issued in the PIPE~~offense. ~~We will, however, receive the net proceeds of any Warrants exercised for cash.~~

~~We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933~~ , ~~as amended (the “Securities Act”), and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.~~ 2026

Our Common Stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “RNAZ.” On December 5, 2024, the last reported sale price of our Common Stock was $8.70 per share. You are urged to obtain current market quotations for our Common Stock.

We are not in compliance with certain listing requirements for continued listing of our stock on The Nasdaq Capital Market, or the Exchange. There can be no assurance that we will be successful in our efforts to maintain our Nasdaq listing. If our common stock ceases to be listed for trading on The Nasdaq Capital Market, we expect that our common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. See “Risk Factors” — “We could lose our listing on the Nasdaq Capital Market. The loss of our Nasdaq listing would in all likelihood make our common stock significantly less liquid and adversely affect its value” for more details.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 16 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2024.

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Table of Contents

	About this Prospectus	~~Page~~		i
About This Prospectus			ii
	Cautionary Statement Regarding Forward-Looking Statements			ii
Reverse Stock Split			ii
	Prospectus Summary			1
Corporate Information			iii
	The Offering			14
Forward-Looking Statements			v
	The Standby Equity Purchase Agreement			16
Summary			1
	Risk Factors			22
The Offering			14
	Use Of Proceeds			24
Risk Factors			16
	Dividend Policy			24
Use of Proceeds			18
	Description Of Securities			25
Determination of Offering Price			19
	Determination Of Offering Price			33
The Selling Stockholders			20
	Selling Stockholder			34
Description of Securities Being Registered			24
	Plan Of Distribution			36
Certain U.S. Federal Income Tax Considerations			29
	Experts			38
Plan of Distribution			35
	Legal Matters			38
Legal Matters			37
	Incorporation by Reference; Where You Can Find More Information			38
Experts			37
Where You Can Find More Information			37
Incorporation of Certain Documents by Reference			38

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the Selling Stockholder, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Selling Stockholder take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

iNo action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

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About This Prospectus

This prospectus provides you with a general description of the Resale Shares that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement that may contain material information relating to these offerings. The prospectus supplement may also add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the later-dated document modifies or supersedes the earlier statement.

You should read both this prospectus and any applicable prospectus supplement together with the additional information about our company to which we refer you in the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. Neither we nor the Selling Stockholders have authorized any dealer, salesperson or other person to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the Resale Shares in any jurisdiction in which such an offer or solicitation relating to the Resale Shares is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the Resale Shares if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.

We obtained the industry and market data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information and research, and surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which these data are derived. In addition, while we believe the industry and market data included in this prospectus are reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and are subject to change based on various factors, including those risks discussed in our filings incorporated herein by reference. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.

Unless the context indicates otherwise, when we refer to “TransCode,” “we,” “our,” “us” and the “Company” in this prospectus, we mean TransCode Therapeutics, Inc., unless otherwise specified. When we refer to “you,” we mean the potential purchasers of the Resale Shares.

Reverse Stock Split

On December 4, 2024, we effected a 1-for-33 reverse stock split of our outstanding common stock, shares either issued and outstanding or held by the Company as treasury stock (the “December 2024 Reverse Split”). The December 2024 Reverse Split did not change the number of authorized shares of common stock.

All common stock share and per share data, and exercise price data for applicable common stock equivalents, included in this prospectus, except those in our financial statements and documents incorporated by reference dated prior to the December 2024 Reverse Split, have been retroactively adjusted to reflect the December 2024 Reverse Split. Any fractional shares resulting from the December 2024 Reverse Split have been rounded up to the nearest whole share.

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ABOUT THIS PROSPECTUS

~~Corporate~~This ~~Information~~prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”), pursuant to which the Selling Stockholder may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus.

We ~~were~~may ~~incorporated~~also inprovide ~~the~~a ~~State~~prospectus ofsupplement ~~Delaware~~or inpost-effective ~~January 2016.~~amendment ~~Our~~to ~~corporate~~the ~~address~~registration isstatement 6to ~~Liberty~~add ~~Square, #2382,~~information ~~Boston~~to, ~~Massachusetts~~or ~~02109;~~update ~~our~~or ~~telephone~~change ~~number~~information iscontained ~~(857)~~in, ~~837-3099~~this prospectus. ~~Our~~If ~~website~~there is ~~www.transcodetherapeutics.com.~~any ~~Information~~inconsistency ~~contained~~between the information in, orthis ~~that~~prospectus ~~can~~and bethe ~~accessed~~applicable ~~through,~~prospectus ~~our~~supplement ~~website~~or ispost-effective ~~not~~amendment, ~~incorporated~~you byshould ~~reference~~rely ~~into~~on ~~this~~the prospectus, ~~and~~supplement ~~you~~or ~~should~~post-effective ~~not~~amendment, ~~consider~~as ~~information~~applicable. onYou ~~our~~should ~~website~~read toboth bethis ~~part~~prospectus ofand ~~this~~any applicable prospectus. ~~Our~~supplement ~~design~~or ~~logo~~post-effective ~~and~~amendment ~~our~~to ~~other~~the ~~registered~~registration ~~and~~statement ~~common~~together ~~law~~with ~~trade~~the ~~names,~~additional ~~trademarks~~information ~~and~~to ~~service~~which ~~marks~~we ~~are~~refer you in the ~~property~~section oftitled ~~TransCode~~“Where You Can Find More Information.”

You should rely only on the information contained in this prospectus and any prospectus supplement filed by us with the SEC in connection with this offering, and the documents incorporated by reference herein and therein. Neither we nor the Selling Stockholder has authorized anyone to provide you with different or additional information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information in this prospectus and any applicable prospectus supplement is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. The Selling Stockholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted.

~~iii~~For investors outside the United States: Neither we, nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and the distribution of this prospectus outside the United States.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any applicable prospectus supplement, any free writing prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are included in this prospectus, any applicable prospectus supplement, any free writing prospectus and the documents incorporated by reference herein for purposes of complying with those safe harbor provisions. Please see the Cautionary Statement Regarding Forward-Looking Statements in each document incorporated by reference herein for information about that filing’s forward-looking statements. All statements other than statements of historical facts contained in this prospectus, any applicable prospectus supplement, any free writing prospectus and our other public filings are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

•

our ability to obtain stockholder approvals, and the respective timing thereof, allowing for (i) the issuance of Common Stock upon the conversion of preferred stock we issued in connection with our acquisition of ABCJ, LLC (“Polynoma”) pursuant to a Membership Interest Purchase Agreement, dated October 8, 2025, (ii) the issuance of Common Stock upon the conversion of preferred stock we issued pursuant to a Licensing Agreement dated March 2, 2026, and (iii) the potential issuance of shares of Common Stock pursuant to the SEPA;

~~Forward-Looking Statements~~ •

This prospectus, including the documents that we incorporate by reference, contains predictive or “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this prospectus, including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements.

These statements are based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from:

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our cash position, our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources, our need for additional financing and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products;

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a potential delisting of our ~~common~~Common ~~stock~~Stock from trading on the Nasdaq Capital Market;

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our ability to continue as a going concern;

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the results and timing of our preclinical and clinical trial activities, including but not limited to our ability to enroll a sufficient number of patients timely to advance our clinical trials;

➢•

our ability to expand our therapeutic candidate portfolio through internal research and development or the acquisition or in-licensing of intellectual property assets;

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the therapeutic benefits, effectiveness and safety of our therapeutic candidates;

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our ability to receive regulatory approval for our therapeutic candidates in the United States, Europe and other geographies;

➢•

the expected regulatory approval pathway for our therapeutic candidates;

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potential changes in regulatory requirements, and delays or negative outcomes from the regulatory approval process;

➢•

our ~~reliance~~ability onto ~~third~~maintain ~~parties~~adequate ~~for~~quality ~~the~~processes ~~planning, conduct, management~~ and ~~monitoring~~oversight of ~~clinical trials, for the manufacture of clinical drug supplies and drug product meeting our specifications, and for other requirements~~vendors;

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our ability and that of our vendors to secure raw materials to support continued drug substance and drug product manufacturing;

•

our reliance on third-parties for the planning, conduct, management and monitoring of clinical trials, for the manufacture of clinical drug supplies and drug product meeting our specifications, and for other requirements;

•

our estimates of the size and characteristics of the markets that may be addressed by our therapeutic candidates;

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market acceptance of our therapeutic candidates that are approved for marketing in the United States or other countries;

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our ability to successfully commercialize our therapeutic candidates, if approved for marketing;

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the safety and efficacy of therapeutics marketed by our competitors that are targeted to indications which our therapeutic candidates have been developed to treat;

➢•

our ability to utilize our proprietary technological ~~approach~~approaches to develop and commercialize our therapeutic candidates;

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our heavy dependence on licensed intellectual property, including our ability to source and maintain licenses from third-party owners;

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Forward-Looking Statements

➢

our ability to protect our own or in-licensed intellectual property and operate our business without infringing the intellectual property rights of others;

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our ability to attract, retain and motivate key personnel;

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our ability to generate revenue and become profitable;

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the ~~impact~~outcome of ~~natural~~our ~~disasters,~~currently ~~global~~open ~~pandemics~~Phase I/II ~~(including~~clinical ~~further~~trial ~~outbreaks~~with ~~of existing strains of COVID~~TTX-19MC138, orwhich ~~new~~commenced ~~variants~~in of the ~~virus),~~third ~~armed~~quarter ~~conflicts and wars, labor disputes, lack~~ of ~~raw materials or other supplies~~2024, ~~issues with facilities~~ and ~~equipment,~~our orability ~~other forms of disruption~~ to ~~business~~complete ~~operations~~this ~~at our manufacturing or laboratory facilities or those of our vendors~~trial;

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~~potential~~the ~~collaborations~~impact toof ~~license~~natural disasters, global pandemics, armed conflicts and ~~commercialize~~wars, ~~any~~labor ~~therapeutic~~disputes, ~~candidates~~lack ~~which~~of ~~receive~~raw ~~regulatory~~materials ~~approval~~or inother ~~the~~supplies, ~~future~~issues inwith facilities and equipment, or ~~outside~~other forms of ~~the~~disruption ~~United~~to ~~States;~~business ~~and~~operations at our manufacturing or laboratory facilities or those of our vendors;

➢•

~~other~~potential ~~risks~~collaborations ~~and~~to ~~uncertainties,~~license ~~including~~and ~~those~~commercialize ~~listed~~any ~~under~~therapeutic ~~the~~candidates ~~caption~~for ~~“Risk~~which ~~Factors”~~we inreceive ~~our~~regulatory ~~Annual~~approval ~~Report~~in onthe ~~Form~~future ~~10-K,~~in ~~our~~or ~~Quarterly~~outside ~~Reports~~the onUnited ~~Form~~States; ~~10-Q,~~ and ~~in our other regulatory filings.~~

You should read this prospectus and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we currently expect. You should assume that the information appearing in this prospectus and any document incorporated by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus, any accompanying prospectus supplement and any document incorporated herein by reference, and particularly our forward-looking statements, by these cautionary statements.•

other risks and uncertainties, including those listed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other regulatory filings.

vOther sections of this prospectus and the documents incorporated by reference into this prospectus may include additional factors that could adversely affect our business, financial condition, results of operations or business prospects. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements. Forward-looking statements contained in, implied by or incorporated by reference into this prospectus reflect our current views with respect to future events and with respect to our business and future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those described under “Risk Factors” and elsewhere in this prospectus and the documents incorporated by reference. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

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~~Summary~~PROSPECTUS SUMMARY

This prospectus summary highlights selected information ~~contained~~appearing elsewhere, inor ~~this~~incorporated ~~prospectus.~~by ~~This~~reference ~~summary~~into, ~~provides~~this anprospectus ~~overview of selected information~~ and ~~does~~may not contain all of the information that you ~~should~~need to consider ~~before~~in ~~investing~~making inan investment decision regarding our securities. ~~You~~Before ~~should~~making ~~read~~an ~~the~~investment ~~entire~~decision, ~~prospectus~~you should carefully, ~~especially~~read ~~the~~this ~~“Risk Factors~~prospectus,” asany ~~well~~applicable asprospectus ~~“Management’s~~supplement, ~~Discussion~~any ~~and~~related ~~Analysis~~free ofwriting ~~Financial~~prospectus ~~Condition~~that ~~and~~we ~~Results~~have ofauthorized ~~Operations”~~for ~~and~~use ~~our~~in ~~financial~~connection ~~statements,~~with ~~including~~this ~~the~~offering, ~~accompanying~~and ~~notes~~any todocuments ~~those statements,~~ incorporated ~~herein~~ by reference tointo ~~our~~this ~~Form 10-K~~prospectus, ~~our~~including ~~Quarterly Report on Form 10-Q filed with~~ the ~~SEC~~information oncontained ~~November 14,~~under ~~2024, and our other filings with~~ the ~~SEC~~heading ~~before~~“Risk ~~making~~Factors” anbeginning ~~investment~~on ~~decision.~~page If23 ~~any~~in ofthis ~~the~~prospectus ~~risks~~and ~~materialize~~under orsimilar ~~other~~headings ~~events~~in orour ~~conditions~~most ~~arise~~recent ~~that~~Annual weReport ~~cannot~~on ~~predict,~~Form ~~our business~~10-K, ~~financial~~as ~~condition~~amended, ~~operating~~for ~~results~~the ~~and~~fiscal ~~prospects~~year ~~could~~ended beDecember 31, ~~materially~~2025, and ~~adversely~~in ~~affected.~~our Asupdates ato ~~result,~~those ~~the~~Risk ~~price~~Factors ofcontained in our ~~common~~Quarterly ~~stock~~Reports ~~could~~on ~~decline,~~Form ~~and~~10-Q ~~you could lose part~~ or ~~all~~Current ofReports ~~your~~on ~~investment.~~Form ~~Some~~8-K offollowing the ~~statements~~most inrecent ~~this~~Annual ~~prospectus~~Report ~~and~~on ~~the~~Form ~~documents incorporated herein by reference constitute forward~~10-~~looking~~K, ~~statements~~as ~~that involve risks and uncertainties~~amended. ~~See~~The ~~“Cautionary~~reader ~~Note~~should ~~Regarding~~not ~~Forward-Looking~~put ~~Statements.”~~undue ~~Our~~reliance ~~actual~~on ~~results~~the ~~could differ materially from those anticipated in such~~ forward-looking statements asin athis ~~result of certain factors~~document, ~~including~~which ~~those~~speak ~~discussed~~only inas ~~“Risk Factors” and other sections~~ of ~~this~~the ~~prospectus~~date ~~and~~on the ~~documents~~cover ~~incorporated~~of ~~herein~~this ~~by reference~~prospectus.

~~Overview~~The Company

TransCode is ~~clinical~~a clinical-stage company ~~with~~pioneering ~~a platform delivery technology focused on~~ immuno-oncology. ~~TransCode was created on the belief that cancer can be defeated through the intelligent design~~ and ~~effective~~RNA ~~delivery of targeted~~ therapeutics. Our lead therapeutic candidate, TTX-MC138 is currently being evaluated in a Phase I/II clinical study. TTX-MC138 targets microRNA-10b, or miRNA-10b, a master regulator of metastatic cell viability in a range of cancers, including breast, pancreatic, ovarian, colon cancer, glioblastomas, and several others. Metastatic disease is responsible for ~~approximately~~treatment ~~90%~~ of ~~cancer~~high ~~deaths~~risk and isadvanced ~~the~~cancers ~~primary~~We ~~determinant~~possess ina ~~the~~diversified ~~life-limiting~~pipeline ~~aspect~~ of ~~cancer.~~therapeutic ~~One validated driver of metastasis is miRNA-10b~~candidates, aincluding ~~non-coding~~two ~~RNA associated with metastatic progression in numerous preclinical and more than 100~~ clinical ~~studies.~~stage ~~TransCode~~assets, ~~has developed a novel therapeutic agent (termed MN-anti-miR10b and being developed as~~ TTX-MC138~~) that relies on specific eradication of metastatic tumor cells. TTX-MC138 consists of antagomirs against miRNA-10b conjugated to a unique delivery platform~~, ~~called~~an ~~TTX,~~antisense ~~which~~inhibitor ~~is optimized for the targeting~~ of ~~primary~~an ~~and~~oncogenic ~~metastatic~~microRNA ~~tumor cells. TransCode’s proprietary~~ and ~~patented technology is designed for the selective targeting of microRNA~~Seviprotimut-10b in metastatic cells independent of their type or primary tumor origin. Numerous preclinical studies conducted by TransCode’s scientific co-founders have shown that TTX-MC138 mediates significant miR-10b inhibition in vivoL, ~~eliciting~~ a ~~marked and durable regression of lymph node and distant metastases in mouse models of human breast~~ cancer ~~with no evidence of systemic toxicity~~vaccine. ~~Specifically,~~We asalso ~~few~~possess asan ~~four~~oncolytic toimmunotherapy ~~six~~platform ~~weekly~~and ~~treatments~~three ~~with~~ TTX-~~MC138~~based inpre-clinical ~~combination~~stage ~~with low dose chemotherapy led to complete regressions of detectable metastases~~assets. Of critical importance, following elimination of metastases and following discontinuation of therapy, no evidence was found to suggest recurrence over the remaining natural life span of the animals. In addition, similar studies in mouse models of pancreatic cancer were conducted with complete responses, defined as complete regression with no disease recurrence. Metastatic cancer represents a large unmet medical need; the global metastatic cancer treatment market is expected to reach $136.9 billion by 2032 (PRNewswire/ July 6, 2023 — Allied Market Research report, titled, “Metastatic Cancer Drugs Market”).

~~On April 14, 2024, we received an Investigational New Drug (IND) “Study May Proceed” letter from the U.S. Food and Drug Administration, or FDA, to conduct a Phase I/II clinical trial.~~ The ~~clinical~~following ~~trial~~table isdescribes anour ~~open-label,~~current multicenter study in cancer patients with advanced solid tumors. The objectives of this trial are to evaluate TTX-MC138 safety and tolerability of escalating dose levels of TTX-MC138. The objective of the dose-escalation stage of the trial is to determine the maximum tolerated dose, or MTD, of TTX-MC138 from which we anticipate selecting a recommended Phase 2 dose, or RP2D, level. On September 17, 2024, we announced the dosing of the first subject in the Phase I/II study. On October 10, 2024, we announced completion of the first cohort of three patients in the Phase I clinical trial, and, on October 23, 2024, we announced receipt of the trial’s Safety Review Committee’s authorization to proceed with dosing the second patient cohort. pipeline:

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~~Our pipeline includes a solid tumor program,~~ TTX~~-siPDL1,~~ anDesigned ~~siRNA-based~~Engine modulator of programmed death-ligand 1, or PD-L1 and TTX-RIGA, a cancer-agnostic program. TTX-RIGA is an RNA-based agonist of the retinoic acid-inducible gene I, or RIG-I, targeting activation of innate immunity in the tumor microenvironment.

~~All~~We focus our ~~therapeutic~~research ~~candidates~~on ~~are~~the ~~designed~~promise of RNA-based therapeutics in cancer and the longstanding challenge of delivering them effectively to ~~utilize~~tumors ~~our~~and metastases. We discovered and developed the proprietary TTX drug design engine, a modular and customizable platform created to overcome limitations of existing RNA delivery ~~mechanism~~technologies, ~~with~~which primarily target the ~~goal~~liver. TTX enables precise tuning of ~~significantly~~carrier ~~improving~~properties ~~outcomes~~and ~~for~~therapeutic ~~cancer~~payloads ~~patients.~~to ~~Development~~optimize stability, targeting, pharmacokinetics, and therapeutic effect, and supports a wide range of ~~our~~RNA ~~pipeline~~modalities ~~candidates~~(such ~~other~~as ~~than~~siRNA, ~~TTX~~antisense oligonucleotides, non-~~MC138~~coding RNA, and RIG-I) as well as non-RNA payloads. Preclinical studies show successful delivery to cancer cells and macrophages across multiple organs. The platform is built on ~~hold~~four ~~pending~~core ~~the~~elements — genetic ~~availability~~code — ofdriven ~~sufficient~~target ~~additional~~selection, ~~funding~~modular therapeutic design, tumor-optimized delivery, and image-guided monitoring using MRI — which together aim to unlock access to previously undruggable cancer targets and represent a significant advance in RNA therapeutics beyond the liver.

~~Recent~~TTX-MC138, ~~Developments~~our Lead RNA Program

~~Restructuring~~Our lead therapeutic candidate, TTX-MC138, targets microRNA-10b, or miR-10b. Our scientific co-founders developed TTX-MC138 while on staff at The General Hospital Corporation, d/b/a Massachusetts General Hospital, or MGH. They designed TTX-MC138 to leverage our TTX drug design engine using antisense technology to target microRNA-10b. MiR-10b is a well-validated biomarker and master regulator of metastatic cell viability in a range of cancers, including breast, pancreatic, ovarian, colon, glioblastomas, and several others. In contrast, most anti-cancer therapies target primary tumors and do not address metastatic disease specifically. Effective therapeutics have not been developed targeting microRNA-10b because of, we believe, challenges in delivering nucleic acids to tumors despite microRNA-10b’s strong association with cancer metastasis as documented in an estimated 600 peer-reviewed scientific publications listed on PubMed that refer to miR-10b.

~~Throughout~~In ~~2024~~preclinical murine models of humanized metastatic breast and pancreatic cancer, weTTX-MC138 ~~have~~produced ~~continued~~strong ~~the~~anti-metastatic ~~various~~effects, ~~actions~~including ~~approved~~complete byor ~~our~~substantial ~~board~~regression of ~~directors~~established inmetastases, ~~December 2023~~high ~~designed~~survival torates, ~~streamline~~no ~~our~~recurrence ~~operations~~after treatment cessation, and ~~reduce~~no ~~expenses~~observed systemic toxicity. ~~These~~Its ~~include~~mechanism ~~delaying~~targets ormultiple ~~eliminating~~pro-metastatic ~~certain~~pathways ~~development~~that ~~activities~~promote invasion, proliferation, angiogenesis, immune modulation, and ~~reducing~~cancer ~~headcount~~stem bycell ~~laying~~self-~~off~~renewal, ~~four~~and ~~employees~~its inactivity ~~December 2023~~appears ~~and~~independent ~~not~~of ~~filling~~hormone ~~new~~receptor ~~vacancies~~status. These ~~actions~~results ~~lowered~~support ~~our~~miR-10b ~~headcount~~as toa 8broadly ~~employees~~relevant atcancer ~~September 30,~~target ~~2024,~~and position TTX-MC138 as ~~compared~~a topotential 19therapy ~~employees~~for onmetastatic ~~December 31~~disease, ~~2022.~~while Weacknowledging ~~have~~that ~~narrowed~~efficacy ~~our~~in ~~focus~~humans ~~primarily~~remains to ~~the~~be ~~continued~~proven ~~execution~~in ~~of our Phase I/II~~ clinical ~~trial with TTX-MC138~~trials.

Clinical Phase 0 — First-in-Human ~~Results~~Clinical Study

OnWe ~~May~~conducted our FIH Phase ~~29,~~0 ~~2024,~~clinical wetrial ~~announced~~at ~~new~~MGH, ~~preliminary~~a ~~data~~major ~~from~~cancer ~~our~~center, ~~2023~~in ~~Phase~~August 02023. ~~clinical~~The primary purpose of this trial ~~with~~was ~~radiolabeled~~to demonstrate clinical delivery of TTX-MC138 ~~suggesting~~to ~~anti-~~metastatic tumor ~~activity~~lesions. ~~The~~Another ~~new~~objective ~~results~~of ~~from~~ the ~~patient dosed in the~~ Phase 0 ~~clinical~~ trial ~~indicate~~was ~~that~~to aevaluate ~~microdose~~the pharmacokinetics of a radiolabeled ~~TTX-MC138~~version ~~resulted~~of inour ~~significant~~therapeutic ~~inhibition~~candidate. ofWhile ~~the~~only ~~drug~~one ~~candidate’s~~patient ~~molecular~~was ~~target,~~treated ~~miRNA-10b,~~ in ~~the~~this trial, this patient’s ~~blood.~~had ~~Specifically,~~metastatic ~~after~~lesions ~~injection~~in three locations — bone, ~~the~~lungs ~~amount~~and ofliver — and ~~miR-10b~~we inobtained the ~~patient’s~~results ~~blood~~we atexpected. 24Namely, ~~hours~~the ~~following~~data ~~dosing~~from ~~was~~this ~~approximately~~patient ~~66%~~showed ~~lower~~that ~~than~~radioactivity ~~levels~~consistent ~~prior~~with toaccumulation ~~administration~~ of ~~radiolabeled~~ TTX-MC138. Wewas ~~believe~~detected ~~these~~in ~~data~~the ~~support~~regions ~~our~~of ~~belief~~the ~~that~~metastatic ~~clinical~~lesions ~~development~~previously ofidentified by fluorodeoxyglucose /positron emission tomography. In addition, radiolabeled TTX-MC138 ~~has~~had ~~the~~pharmacokinetic ~~potential~~behavior ~~for~~consistent ~~clinical~~with ~~benefit~~that inexpected ~~patients~~based ~~with~~on ~~metastatic~~non-clinical ~~cancer~~IND-enabling studies. InThe ~~addition,~~patient tolerated the ~~Phase 0~~dosing ~~clinical~~with ~~trial~~no ~~also~~reported ~~quantified~~adverse ~~the~~reactions. ~~amount~~Metabolite analysis indicated circulation of ~~drug~~intact ~~candidate~~radiolabeled ~~delivered~~TTX-MC138 tofor ~~metastatic~~more ~~lesions,~~than ~~providing~~20 ~~further~~hours, ~~evidence~~equivalent to that ~~TTX-MC138~~predicted ~~accumulated~~by inDrug ~~metastatic~~Metabolism ~~tumors.~~and ~~The~~Pharmacokinetics ~~increase~~(DMPK) ofmodelling, ~~radioactive~~and ~~lesion-to-blood~~that ~~ratios~~the ~~suggests~~drug ~~that~~candidate ~~circulating~~analyzed ~~TTX-MC138~~in isthe ~~actively~~blood ~~taken~~was upidentical byto that of the ~~cancerous~~manufactured ~~tissue.~~drug ~~Overall~~candidate, ~~the~~demonstrating ~~microdose~~in vivo stability. Complete analysis of ~~radiolabeled~~data ~~TTX-MC138~~from ~~was~~this ~~well~~patient ~~tolerated~~will ~~with~~be noincluded ~~adverse~~in ~~events~~the ~~observed~~final clinical study report currently nearing completion.

Phase 1 Clinical Trial

Our Phase I/II clinical trial with our lead therapeutic candidate, TTX-MC138, is a multicenter, open-label, dose-escalation and dose-expansion study in patients with advanced solid tumors. We commenced the trial in the third quarter 2024 at MD Anderson Cancer Center and three other clinical trial sites. The first stage of this trial, the Phase 1a, calls for administration of increasing therapeutic dose levels of our drug candidate in an adaptive design to as many as six cohorts of a small number of patients per cohort. The first cohort is receiving the lowest therapeutic dose level. In October 2024, after assessing results from the initial dosing of the patients in the first cohort of the trial, the trial’s Safety Review Committee, or SRC, approved commencing dosing of patients in the second cohort. Patients in the second cohort are receiving a dose that is double the level received by patients in the first cohort. After 28 days following their initial dosing, the SRC will assess results from patients in the second cohort to determine if there were any adverse effects or dose limiting toxicities. If none are reported, we anticipate receiving approval to commence dosing the third cohort at a dosage that is double that administered in the second cohort.

November 2024 Financing

On November 26, 2024, we signed stock purchase agreements with certain investors in a private placement of our securities. The offering price per unit was $0.377, for gross proceeds of approximately $8,000,000,

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~~before~~Evidence ~~deducting~~of ~~placement~~accumulation ~~agent~~of ~~fees~~radiolabeled ~~and~~TTX-MC138 ~~other~~in ~~offering~~clinical ~~expenses~~metastases. ~~The offering was made pursuant to an exemption from registration of the securities.~~

~~NIH~~Phase I/II ~~SBIR~~Clinical ~~Award~~Trial

In ~~September~~April 2024, we received ~~our~~an ~~second~~Investigational ~~NIH~~New ~~Award,~~Drug or“Study ~~the~~May ~~2024~~Proceed” ~~Award,~~letter ~~a Direct to Phase II SBIR Award,~~ from the ~~National~~FDA ~~Cancer Institute of the NIH. The 2024 Award is~~ to ~~support~~conduct ~~IND-enabling~~a ~~and~~Phase I/II clinical trial ~~activities in our Phase1a clinical trial with our lead candidate, TTX-MC138, over two years~~. ~~The total Award is for $1,999,972 of which $1,011,207 applies to the first year and $988,765 applies to the second year.~~

~~Oncotarget~~In ~~Publication~~the second half of 2024, we commenced a Phase 1a clinical trial designed as an open-label, multicenter study in cancer patients with advanced solid tumors. The objectives of this trial were to evaluate the safety and tolerability of escalating dose levels of TTX-MC138 to determine its maximum tolerated dose, or MTD, from which we anticipated selecting a recommended Phase 2 dose, or RP2D, level.

In ~~September 2024, we reported~~ the ~~August~~Phase ~~26,~~1a ~~2024~~trial, ~~publication~~16 ofpatients anwere ~~article~~treated inusing ~~the~~four ~~journal~~escalating ~~Oncotarget~~dose ~~titled,~~levels. ~~Inhibition~~No ofsignificant ~~miR~~treatment-~~10b~~related ~~treats~~safety ~~metastatic~~events ~~breast~~or ~~cancer by targeting stem cell~~dose-~~like~~limiting ~~properties~~toxicities ~~conducted~~were inobserved ~~collaboration~~and ~~with~~there ~~Michigan~~were ~~State~~positive ~~University.~~pharmacodynamic ~~The~~effects ~~study~~over ~~was~~all ~~led~~four bydose ~~Dr. Anna Moore~~levels, ~~Professor,~~consistent ~~Director~~with ofpreclinical ~~the~~models ~~Precision Health Program,~~ and ~~Associate~~our ~~Dean~~Phase 0 ofclinical ~~the~~trial ~~School~~results. ofKey ~~Medicine~~assessments atin ~~Michigan~~the ~~State~~clinical ~~University~~trial ~~and~~are ~~our~~to ~~scientific~~characterize coTTX-~~founder.~~MC138’s Insafety, ~~this study~~pharmacokinetic, ~~the~~pharmacodynamic ~~authors~~and ~~show that stem~~anti-~~like~~tumor ~~breast~~activity ~~cancer~~thus ~~cells~~identifying ~~increase~~an ~~expression~~MTD ofand ~~miR-10b,~~ensuring the ~~molecule~~mechanism ~~targeted~~of byaction ~~TTX-MC138~~is on target. The ~~study~~clinical trial also ~~demonstrates~~is ~~that~~exploring ~~treatment~~the effect of ~~breast cancer cells with~~ TTX-MC138 ~~reduces~~on ~~their~~biomarker ~~stemness~~expression, ~~confirming~~which ~~that~~may ~~these~~include ~~properties~~miR-10b ~~make~~expression, ~~metastatic~~and ~~cells~~miR-10b ~~susceptible~~downstream totargets ~~the~~(RNA ~~therapeutic candidate’s actions~~sequencing). ~~Cancer~~Clinical ~~cell~~assessments ~~stemness,~~to orfurther ~~capacity~~evaluate ~~for self~~TTX-~~renewal,~~MC138 isinclude aclinical ~~critical~~laboratory ~~component of metastasis~~exams, ~~since~~CT ~~specialized~~scan ~~cancer~~assessments, ~~stem cells are those cells uniquely capable of creating new tumors~~ and ~~seeding~~response ~~metastatic~~assessments ~~dissemination.~~per ~~Stemness~~RECIST is a property of a distinct population of cancer cells that possess developmental plasticity allowing them to self-renew and adapt to new microenvironments found at the metastatic organ where they lead to creation of metastatic tumorscriteria.

~~Potential~~On ~~Nasdaq~~October 14, ~~Delisting~~2025, we announced completion of this trial, that the trial had met the primary endpoint of safety, and the decision to move forward into the next stage of clinical evaluation of TTX-MC138.

In the third quarter 2024, we received three letters from the staff of the Nasdaq Stock Market (“Nasdaq”) notifying us that we were not in compliance with Nasdaq Listing Rules 5550(a)(2) (the “Bid Price Rule”); 5550(b)(1) (the “Equity Rule”) or any of the alternative requirements in Listing RulePhase ~~5550(b);~~2a ~~and~~Clinical ~~5635(d)~~Trial (the “Shareholder Approval Rule”). As a result, shares of our common stock are subject to delisting from trading on The Nasdaq Capital Market. On October 1, 2024, we appealed the Staff’s determination to a Nasdaq Hearings Panel (the “Panel”). On November 4, 2024, we were notified that the Panel granted us an extension until December 31, 2024, to regain compliance with the Nasdaq Listing Rules.

InOn ~~order to regain compliance with the Nasdaq Listing Rules, we must, (i)~~December ~~on or before November 22~~11, ~~2024~~2025, ~~obtain~~we ~~shareholder~~announced ~~approval~~a ~~for~~new acollaboration ~~reverse~~to ~~stock~~evaluate ~~split~~TTX-MC138 in a ~~ratio~~Phase 2a ~~sufficient~~clinical totrial ~~regain~~as ~~compliance~~part ~~with~~of the ~~Bid~~PRE-I-SPY ~~Price~~clinical ~~Rule~~trial ~~(we~~platform ~~obtained~~operated ~~this~~by ~~approval~~Quantum onLeap ~~November 22,~~Health ~~2024);~~Care Collaborative (ii“Quantum Leap”) on. orThe ~~before~~PRE-I-SPY ~~November 22,~~program ~~2024,~~will ~~obtain~~incorporate ~~shareholder~~TTX-MC138 ~~ratification~~into ofa ~~the~~clinical ~~equity~~trial ~~offering~~designed weas ~~completed~~a inmulticenter, ~~July 2024 (the “July Offering”) (we obtained this approval on November 22~~open-label, ~~2024);~~dose-expansion ~~(iii) on~~trial ortreating ~~before~~patients ~~December 31,~~for ~~2024,~~one ~~demonstrate~~year ~~compliance~~ with ~~the~~one ~~Bid~~year ~~Price~~of ~~Rule;~~post-treatment ~~(iv) on~~follow-up. orThe ~~before~~trial ~~December 31,~~will ~~2024,~~evaluate ~~have~~event-free ~~filed~~survival, actDNA ~~public~~dynamics ~~disclosure~~and ~~describing~~pharmacokinetics ~~the~~of ~~transactions~~TTX-MC138 wein ~~undertook~~up to ~~achieve~~45 ~~compliance~~patients ~~and~~with ~~demonstrate~~stage ~~long~~I-~~term~~III ~~compliance~~adenocarcinoma ~~with~~of the ~~Equity~~colon ~~Rule~~or ~~and~~rectum, ~~provide~~who anare ~~indication~~ctDNA ofpositive ~~our~~with ~~equity~~minimal ~~following~~residual ~~those~~disease ~~transactions;~~detected ~~and~~by ~~(v) on~~tumor-informed orctDNA ~~before December 31~~assays, ~~2024,~~who have ~~provided~~completed ~~the~~standard ~~Panel~~curative-intent ~~with~~therapy, ~~income~~and ~~projections~~who ~~for~~show ~~the~~no ~~next~~radiographic ~~twelve months,~~evidence ~~with~~of ~~all~~recurrence ~~underlying~~or ~~assumptions~~metastasis. ~~clearly~~This ~~stated~~trial ~~and~~is ~~evidence~~planned ofto ~~compliance~~begin ~~with~~in ~~all~~the ~~other~~second ~~applicable~~quarter ~~criteria~~2026 ~~for~~and ~~continued~~will ~~listing~~be onled ~~the~~by ~~Nasdaq~~Principal ~~Capital Market.~~

As of December 6, 2024, we believe we have fulfilled the NASDAQ requirements listed in (i) and (ii) above, and are diligently working on timely fulfilling all remaining requirements. However, there is no assurance that we will successfully regain compliance with Nasdaq Listing Rules.

In the event of a delisting from the Nasdaq Capital Market, we may seek to have our stock traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as

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~~the~~Investigator ~~Nasdaq Capital Market, or, together, Exchange-listed stocks~~Dr. Paula ~~Many~~Pohlmann ~~OTC~~of ~~stocks trade less frequently and in smaller volumes than Exchange-listed stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also,~~ the ~~prices~~MD ofAnderson ~~OTC~~Cancer ~~stocks are often more volatile than Exchange-listed stocks~~Center. ~~Additionally,~~The ~~institutional~~study ~~investors~~is ~~are~~being ~~usually~~conducted ~~prohibited~~under ~~from~~a ~~investing~~Quantum inLeap ~~OTC~~IND ~~stocks,~~ and itcross-referenced ~~might be more challenging~~ to ~~raise capital. In light of~~ our ~~financial position and our need to raise additional capital, delisting of our common stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital~~IND. We may need to seek an in-court or out-of-court restructuring of our liabilities. In the event of such restructuring activities, holders of our common stock and other securities will likely suffer a total loss of their investment.

~~Reverse~~Seviprotimut-L ~~Stock Split~~

OnSeviprotimut-L ~~December 4~~was the lead product candidate being developed by our subsidiary, ~~2024~~Polynoma, LLC, which we ~~effected~~acquired ain 1October 2025. Seviprotimut-~~for-33~~L ~~reverse~~is ~~stock~~an ~~split~~allogeneic, ofpolyvalent, ~~our~~partially ~~outstanding~~purified ~~common~~shed ~~stock,~~melanoma ~~shares~~antigen ~~either~~vaccine ~~issued~~derived from three proprietary human melanoma cell lines: SFHM2, SFHM4 and ~~outstanding~~SFHM8, orand ~~shares~~bound weto ~~hold~~alum as ~~treasury~~an ~~stock~~adjuvant. ~~The~~Seviprotimut-L ~~December 2024~~stimulates ~~Reverse~~humoral ~~Split~~and ~~did~~cellular ~~not~~immune ~~change~~responses. Melanoma-associated antigens (MAAs) found in Seviprotimut-L are taken up by antigen-presenting cells (e.g., dendritic cells) which then activate the ~~number~~production of ~~authorized~~antigen-specific ~~shares~~cytotoxic T-lymphocytes (CTLs) as well as develop antibody responses against MAAs. These CTLs and antibodies then recognize and act on tumor cells expressing the MAAs on their surfaces, causing melanoma cell death. Seviprotimut-L is currently in development for the adjuvant treatment of ~~common~~patients ~~stock~~with Stages IIB and IIC melanoma, following definitive resection.

~~All~~Seviprotimut-L ~~common~~received ~~stock~~an ~~share~~FDA ~~and~~Fast ~~per~~Track ~~share~~designation ~~data,~~in 2020 and ~~exercise~~a ~~price~~Special ~~data~~Protocol ~~for~~Assessment ~~applicable~~(SPA) ~~common~~to ~~stock~~run ~~equivalents~~a Phase 3 clinical trial named Melanoma Antigen Vaccine Immunotherapy Study, ~~included~~or MAVIS, in 2022 in patients with stage IIB/IIC melanoma. The final analysis of Part B1 data from this ~~prospectus~~trial demonstrated that a subgroup of patients with AJCC Stage IIB/IIC melanoma who received Seviprotimut-L, ~~except~~under ~~those~~age 60, with a median follow-up time of 45.8 months (3.8 years), showed clinically significant improvement in ~~our~~recurrence-free ~~financial~~survival ~~statements~~(RFS), ~~and~~reducing ~~documents~~the ~~incorporated~~risk of disease recurrence or death by ~~reference~~68% ~~dated~~(HR=0.32; ~~prior~~95% CI, 0.121, 0.864) compared to ~~the~~patients ~~December 2024~~receiving ~~Reverse~~placebo. ~~Split~~Additionally, ~~have~~RFS ~~been~~was ~~retroactively~~more ~~adjusted~~favorable toin ~~reflect~~patients ~~the~~under ~~December 2024~~age ~~Reverse~~60 ~~Split~~with ulcerated melanomas (HR 0.21; ~~Any~~95% ~~fractional~~CI: ~~shares~~0.065-0.702), ~~resulting~~and ~~from~~there ~~the~~was ~~December 2024~~a ~~Reverse~~trend ~~Split~~toward ~~have~~improved ~~been~~overall ~~rounded~~survival up(OS) (HR 0.34; 95% CI: 0.117, 0.975) for patients that received Seviprotimut-L compared to ~~the~~those ~~nearest~~receiving ~~whole~~placebo. ~~share~~Seviprotimut-L was well tolerated, with adverse events (AEs) similar to patients who received placebo; there were no immune-mediated AEs or other treatment-related serious AEs observed.

~~Targeted~~We ~~Therapeutic~~intend ~~Delivery~~to ~~Background~~evaluate TTX-MC138 and Seviprotimut-L in a preclinical program to explore potential synergies from combining both compounds to address metastatic disease. While there is no prior experimental evidence that such synergies exist, we believe that testing TTX-MC138 in combination with a cancer vaccine may be worthwhile based on the known immunomodulatory roles of miR-10b, the target for TTX-MC138. Specifically, miR-10b has been shown to inhibit MICB, a ligand of NKG2D, which thus inhibits tumor cell killing by natural killer, or NK, cells. Roles for miR-10b in checkpoint inhibition have also been described in the literature. Notably, in murine models of glioblastoma, miR-10b inhibition activated antitumor immune responses, increased cytotoxic CD8+ T cells infiltration, and promoted durable immune memory, enabling tumor rejection upon rechallenge.

~~For~~Oncolytic ~~decades,~~Immunotherapy ~~ribonucleic~~Platform acid, or RNA, has been a topic of investigation by the scientific community as a potentially attractive therapeutic modality because it can target any gene and it lends itself to rational and straightforward drug design. RNA-based therapeutics are highly selective to their targets, potentially applicable to a broad array of previously undruggable targets in the human genome. We believe that one of the major challenges to widespread use of RNA therapeutics in oncology and other indications has been the inability to deliver these molecules inside cells other than in the liver.

WeUnder ~~believe~~a ~~that~~licensing ~~our~~agreement ~~proprietary~~we ~~TTX~~signed ~~delivery~~with ~~platform~~Unleash ~~has~~Immuno Oncolytics, Inc. (“Unleash”) in March 2026, (the ~~potential~~“Unleash Licensing Agreement”), we acquired rights to ~~resolve~~three ~~these~~pre-clinical ~~key~~drug ~~challenges.~~candidates, WeUIO 524, UIO 525 and UIO 526, that we believe ~~overcoming~~complement ~~the~~and ~~challenges~~expand ofour ~~delivery~~oncology ~~would~~pipeline. ~~represent~~These ancandidates ~~important~~comprise ~~step~~a innext-generation, ~~unlocking~~biology-driven ~~therapeutic~~oncolytic ~~access~~immunotherapy platform designed to address solid tumor indications with high-unmet medical needs, beginning with muscle-invasive bladder cancer (MIBC). MIBC is a ~~variety~~significant ofunmet ~~documented~~medical ~~targets~~need ~~involved~~with inpoor outcomes, limited durable treatment options, and a ~~range~~highly immunosuppressive tumor microenvironment. Bladder cancer overall represents a multi-billion-dollar global market, with muscle-invasive disease accounting for a disproportionate share of ~~cancers~~treatment intensity and ~~other~~healthcare ~~diseases~~costs, creating what we believe is a compelling opportunity for differentiated therapeutic approaches.

~~TransCode has created a design engine to customize the development of targeted therapeutics that is modular~~UIO-524, ~~both at~~ the ~~levels~~lead ofUnleash ~~the core nanoparticle and therapeutic loading. The size~~candidate, ~~charge, and surface chemistry of the core iron oxide nanoparticle~~ is a rationally-designed sooncolytic ~~that~~adenovirus itengineered ~~can be tuned~~ to ~~optimize~~selectively ~~the~~replicate ~~particles~~within ~~for~~both ~~the~~malignant ~~intended~~cells ~~target~~ and ~~therapeutic~~cancer-associated ~~load~~stroma. The ~~therapeutic~~virus ~~load~~delivers isa ~~designed~~multi-cytokine toimmune-activating ~~consist~~payload ofcomprising ~~synthetic~~CD40-L, ~~oligonucleotides~~4-1BBL, and ~~other~~IL-21, ~~molecular~~intended ~~moieties that can be adapted~~ to ~~the~~activate ~~specific~~dendritic ~~approach being developed. The approach can range from RNA interference~~cells, orT ~~RNAi~~cells, ~~including~~and ~~small~~NK ~~interfering RNAs~~cells, ~~antisense oligonucleotides,~~ and ~~Pattern Recognition Receptor agonists such as RIG-I. While we have explored approaches~~ to ~~delivery~~drive ofa ~~CRISPR and mRNAs using TTX~~robust, wesystemic ~~have~~anti-tumor ~~not~~immune ~~yet established feasibility~~response. WeUIO-524 ~~believe~~is ~~the~~regulated ~~platform~~by ~~can~~a ~~further~~proprietary beSPARC ~~used~~promoter ~~for~~that ~~developing~~is ~~targeted~~highly ~~radiolabeled~~active ~~therapeutics~~in ~~and~~malignant ~~diagnostics~~cells and ~~other~~cancer-associated ~~custom products targeting known and novel biomarkers and other genetic elements as they are discovered and validated.~~

The TTX platform is designed to overcome extracellular and intracellular delivery issues of stability, efficiency, and immunogenicity faced by existing lipid and liposomal nanoparticle platforms while optimizing targeting of and accumulation in tumors and metastases. We believe the ability to deliver targeted therapeutics inside tumors and metastases will potentially allow us to target genes and other important biomarkers for cancer treatment that have until now remained undruggable using other delivery systems.

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~~Potential~~stromal ~~Near~~compartments and which enables biology-~~term~~driven ~~Milestones~~differentiation. This design enables selective viral replication and localized expression of immune-activating cytokines within the tumor microenvironment.

WeUIO-524 ~~have~~builds ~~enrolled~~on ~~patients~~CG inOncology’s ~~our~~CG0070, ~~second~~the ~~cohort~~most inclinically ~~our~~advanced ~~Phase I/II~~and ~~clinical~~successful ~~trial~~oncolytic ~~and~~adenovirus ~~are~~to ~~awaiting~~date, ~~the~~demonstrating ~~Safety~~meaningful ~~Review~~activity ~~Committee’s~~in ~~assessment~~non — muscle-invasive tobladder ~~determine~~cancer if(NMIBC). weUIO-524 ~~may~~contains ~~begin~~a ~~dosing~~structurally-related ~~patients~~oncolytic inadenovirus ~~the~~backbone, ~~third~~incorporates ~~cohort.~~tumor- ~~Our~~and ~~outsourced~~stroma-targeted ~~drug~~replication, ~~manufacturing~~and ~~partner~~contains ~~completed~~a ~~the~~more ~~manufacture~~comprehensive, ofmulti-cytokine immune payload. This design positions UIO-524 as a ~~GMP~~next-generation ~~drug~~oncolytic ~~product~~immunotherapy ~~batch~~candidate ~~for~~intended ~~the~~to ~~ongoing~~address ~~Phase I~~more ~~clinical~~aggressive ~~trial~~diseases such as MIBC.

~~Subject~~Other toRNA ~~available~~Programs capital, we plan to complete the stage 1a portion of our Phase I/II clinical trial upon meeting the required adaptive study design approved by the FDA, anticipated to be not later than the second quarter of 2026.

~~Complete~~Our preclinical RNA programs include TTX-siPDL1, an siRNA-based modulator of programmed death-ligand 1, or PD-L1, and two indication-agnostic programs, TTX-RIGA, an RNA-based agonist of the ~~final~~retinoic ~~clinical~~acid-inducible ~~trial~~gene ~~report~~I, ~~for~~or ~~our~~RIG-I, ~~Phase 0~~targeting ~~clinical~~activation ~~trial~~of innate immunity in the tumor microenvironment; and TTX-siMYC, an siRNA-based MYC inhibitor.

WeTTX-siPDL1: ~~have~~TTX-siPDL1 ~~ongoing~~is ~~discussions~~an ~~with~~RNAi-based ~~strategic~~immune ~~partners~~checkpoint ~~involving~~therapy athat ~~variety~~showed ofstrong ~~our~~antitumor ~~therapeutic~~and ~~candidates~~survival ~~and~~benefits ~~hope~~in toaggressive ~~complete~~preclinical apancreatic ~~partnering~~cancer ~~agreement~~models, ~~with~~including ~~respect~~those resistant to ~~one~~antibody-based orimmunotherapies. ~~more~~When ~~therapeutic~~combined ~~candidates~~with asgemcitabine — and ~~soon~~even as ~~practical.~~monotherapy — it Wesignificantly ~~currently~~reduced ~~have~~tumor nogrowth, ~~firm~~improved ~~commitments~~survival, ~~from~~enhanced ~~any~~CD8⁺ ~~strategic~~T-cell ~~partners~~infiltration, and ~~there~~showed is no ~~assurance~~observable ~~that~~systemic ~~any~~toxicity, ~~partnering~~supporting ~~transactions~~its ~~will~~potential beas ~~effected~~a transformative approach for treating pancreatic ductal adenocarcinoma.

IfTTX-RIGA: ~~capital~~TTX-RIGA is ~~available,~~a wepreclinical ~~may~~immunotherapy ~~advance~~designed ~~development~~to ofactivate ~~one~~the orinnate ~~more~~immune ofsystem ~~our~~by ~~preclinical~~targeting ~~assets~~RIG-I, ~~including~~a ~~manufacturing~~pattern ~~activities~~recognition receptor that triggers tumor cell death and immune activation. TTX-RIGA uses a proprietary delivery system to ~~support~~introduce ~~IND~~a ~~enabling~~RIG-I ~~studies~~agonist into tumor cells, stimulating type I interferon signaling and both innate and adaptive immune responses. IfIn ~~commenced~~preclinical melanoma models, ~~these~~intravenous ~~activities~~TTX-RIGA ~~would~~treatment ~~involve~~inhibited ~~approximately~~primary ~~two years~~tumor asgrowth and markedly suppressed the ~~drug~~growth ~~candidate(s)~~of ~~would~~secondary ~~represent~~recurrent ~~new~~tumors, ~~molecular~~outperforming ~~entities~~a standard intratumoral RIG-I agonist. These results demonstrate successful RIG-I activation, immune engagement, and proof-of-concept for TTX-RIGA as a promising RNA-based immunotherapy approach in oncology.

WeTTX-siMYC: ~~previously~~TTX-siMYC ~~obtained~~is ~~FDA~~an ~~Orphan~~siRNA-based ~~Drug~~inhibitor ~~Designation~~of c-MYC, a widely expressed but currently undruggable oncogene. The c-MYC proto-oncogene is one of the most frequently activated oncogenes and ~~may~~is ~~file~~estimated to be involved in 20% of all human cancers. C-MYC codes for ~~European~~a ~~Orphan~~transcription ~~Drug~~factor ~~Designation~~that regulates the expression of multiple genes responsible for ~~TTX~~cell growth and proliferation, differentiation, programmed cell death, and metabolism. In cancer, c-~~MC138~~MYC is often constitutively expressed. For example, a common human translocation involving c-MYC is critical to the development of most cases of Burkitt lymphoma. In addition, c-MYC has also been implicated in ~~pancreatic~~carcinoma of the cervix, colon, breast, lung and stomach. MYC is viewed as a promising target for anti-cancer drugs. However, to date, it has proven difficult to drug at the protein level. This may present an opportunity for us to target the gene at the RNA level.

~~Delivery~~Polynoma ~~System~~Acquisition and CK Life Sciences Strategic Financing

~~The~~Membership ~~therapeutic~~Interest ~~potential~~Purchase ofAgreement RNA in oncology has remained an unrealized promise due in large part, we believe, to the difficulty in safely and effectively delivering oligonucleotides, i.e., synthetic RNA molecules, to tumors. We believe we are now closer to solving this challenge by means of our TTX platform. Our TTX platform leverages an iron-oxide nanoparticle, or IONP, approved for clinical use as a cancer imaging agent and in treating iron deficiency anemia, as the physical carrier.

~~The~~On ~~TTX~~October 8, ~~technology~~2025, ~~has~~we ~~gone~~entered ~~through~~into ~~approximately~~a ~~20 years~~Membership ofInterest ~~research~~Purchase ~~and~~Agreement ~~development~~(the “Purchase Agreement”) with DEFJ, orLLC, ~~R&D~~a Delaware limited liability company, (“DEFJ”) pursuant to which we acquired 100% of the issued and ~~optimization~~outstanding membership interests of ABCJ, ~~including~~LLC, ~~12 years~~a atDelaware ~~Harvard~~limited ~~Medical~~liability ~~School~~company (“ABCJ” and such transaction, the ~~Massachusetts~~“Acquisition”). ~~General~~Prior ~~Hospital~~to the Acquisition, byABCJ ~~our~~was ~~scientific~~a cowholly-~~founders~~owned ~~prior~~subsidiary toof ~~company~~DEFJ ~~formation~~and an indirect wholly-owned subsidiary of CK Life Sciences Int’l., (Holdings) Inc. (“CKLS”), a listed entity on the Main Board of the Hong Kong Stock Exchange.

~~Our~~Under ~~TTX~~the ~~nanocarrier~~terms isof ~~designed~~the toPurchase beAgreement, ~~tunable~~upon toconsummation ~~pre-designed~~of ~~specifications~~the toAcquisition ~~deliver~~(the ~~therapeutic~~“Closing”), ~~oligonucleotides to RNA targets~~ in ~~tumors~~exchange ~~and~~for ~~metastases~~all ~~without~~of ~~compromising~~ the ~~integrity~~membership interests of ~~the~~ABCJ ~~oligonucleotide.~~outstanding Weimmediately ~~believe~~prior ~~TTX~~to ~~nanocarriers~~the ~~differentiate~~Closing, uswe ~~from~~issued ~~competitive~~to ~~delivery~~DEFJ ~~approaches,~~an ~~many~~aggregate of ~~which~~(i) 83,285 ~~rely~~shares onof ~~lipid~~our ~~particles~~common ~~or chemical structures~~stock, ~~such~~par asvalue ~~GalNAc~~$0.0001 ~~These~~per ~~competitive~~share, ~~delivery~~(“Common ~~approaches~~Stock”) ~~effectively~~which ~~target~~shares ~~sites~~represented ~~in the liver but not sites in tumors and metastases elsewhere~~9.99% ~~Our~~of ~~delivery~~the ~~technology~~shares ~~could~~of ~~allow~~our usCommon toStock ~~participate~~outstanding ~~in additional rapidly growing global marketplaces.~~

Our TTX delivery platform is specifically designed to minimize early kidney and liver clearance, translating into a long circulation half-life that allows for efficient accumulation in tumors and metastases. Nanoparticles similar in formulation to ours have an excellent clinical safety record of low toxicity and immunogenicity, and their built-in imaging capabilities due to their iron core which is magnetic and visible with magnetic resonance imaging, or MRI, have the additional benefit of enabling quantification of the particles’ delivery to target organs. The nanoparticles may be functionalized with amino or other functional groups to provide stable links to the therapeutic oligonucleotides of interest through covalent bonds. The TTX chemistry can be modified with various coatings to stabilize the nanoparticles, protect the cargo from degradation, promote tumor uptake and entrapment of the drug candidate inside tumor cells, and

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~~allow~~immediately ~~control~~prior ~~over~~to ~~drug~~the ~~pharmacokinetics.~~Closing, ~~The~~and ~~nanoparticle~~(ii) 1,152.9568 ~~used~~shares ~~with~~of our ~~lead~~Series A ~~candidate,~~Preferred ~~TTX-MC138,~~Stock is(as ~~coated~~described ~~with~~below). ~~dextran~~In addition, awe ~~glucose~~agreed ~~polymer,~~to make up to ~~protect~~$95 million in contingent milestone payments to DEFJ upon the ~~oligonucleotides~~achievement ~~from~~of ~~degradation~~certain milestones. Each share of Series A Preferred Stock is convertible into 10,000 shares of Common Stock. The powers, preferences, rights, qualifications, limitations and restrictions applicable to ~~provide~~the ~~overall~~Series A ~~stability~~Preferred toStock are set forth in the ~~particle~~Certificate of Designation (as defined and described below).

~~The~~Investment ~~small~~Agreement hydrodynamic size and the charge of the resulting nanoparticles are designed to maximize distribution throughout the tumor microvasculature, extravasation into the interstitium of tumors and metastases, and uptake by tumors. The physicochemical properties of the nanoparticles are expected to further facilitate their rapid uptake by tumors by exploiting the high metabolic activity of cancer cells, a process analogous to the mechanism behind the systemic loading of metastatic cancer cells with fluorodeoxyglucose for diagnostic Positron Emission Tomography. We believe the combined result of a hydrodynamically-favored distribution and a metabolically-triggered uptake will result in the enhanced ability of our nanoparticles to access genetic targets inside tumors.

~~Advancing~~Concurrent ~~new~~with ~~RNA~~the ~~therapies~~Acquisition, ~~through~~on October 8, 2025, we entered into an Investment Agreement (the “Investment Agreement”) with DEFJ. Pursuant to the Investment Agreement, DEFJ agreed to purchase, and we agreed to issue and sell in a ~~modular~~private ~~approach~~placement, an aggregate of 223.7337 shares of Series B Preferred Stock for a price per share of $111,740 or an aggregate purchase price of approximately $25 million. The aggregate purchase price comprised a cash subscription of $20 million and a promissory note (the “Promissory Note”) in the aggregate principal amount of approximately $5 million (the “Investment”). The Promissory Note accrued interest at a rate of 4% per annum. The principal and accrued interest were paid on December 30, 2025. Each share of Series B Preferred Stock is convertible into 10,000 shares of Common Stock. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation.

~~The~~Approvals TransCode TTX platform is modular by design, both at the level of the core nanoparticle and at the therapeutic loading. The size, charge, and surface chemistry of the core nanoparticles can be tuned to optimize them for the intended target and therapeutic load. Also, the therapeutic load can be adapted to the specific approach being developed, ranging from RNA interference, or RNAi, which includes small interfering RNAs, or siRNAs, antisense oligonucleotides, as well as Pattern Recognition Receptor agonists such as retinoic acid inducible gene, or RIG-I. In addition to nucleic acids, the TTX platform could be used to also deliver proteins, peptides, radionuclides and small molecules.

~~Additionally,~~Our weBoard ~~are~~unanimously ~~interested~~approved inthe ~~pursuing~~Purchase ~~diagnostic~~Agreement, ~~approaches~~the ~~for~~Investment ~~RNA~~Agreement ~~targets~~and ~~that~~the ~~might~~related betransactions. ~~relevant~~The consummation of the Acquisition and ~~important~~the Investment was not subject to ~~informing~~approval ~~treatment~~by our stockholders, but the conversion of ~~patients~~the ~~using~~Preferred ~~RNA~~Stock ~~therapeutics~~is subject to such approval. ~~Our~~Pursuant ~~2018~~to ~~license~~the ~~with~~Purchase ~~MGH~~Agreement, ~~includes~~we ahave ~~patented~~agreed ~~microRNA~~to ~~screening~~hold ~~assay~~a ~~with~~stockholders’ meeting to submit the ~~potential~~following matters to ~~detect~~stockholders ~~expression~~for oftheir ~~microRNAs~~consideration: in(i) the ~~patient~~approval ~~blood.~~of ~~Depending~~the onconversion ~~available~~of ~~capital,~~the weshares ~~may~~of ~~seek~~Series A toPreferred ~~optimize~~Stock ~~this~~and ~~diagnostic~~Series B ~~test~~Preferred toStock ~~detect~~into ~~miR-10b~~shares of Common Stock in ~~cancer~~accordance ~~patients~~with asthe ~~our~~rules ~~first~~of ~~commercial~~the ~~testing~~Nasdaq ~~product.~~Stock IfMarket ~~approved,~~LLC ~~this~~(the ~~test~~“Conversion ~~could~~Proposal”) beand ~~used~~(ii) the asapproval of a ~~screening~~“change ~~assay~~of tocontrol” ~~detect~~under ~~metastasis~~Nasdaq inListing aRules ~~variety~~5110 and 5635(b) (the “Change of ~~tumor~~Control ~~types.~~Proposal” ~~Also~~and, wetogether ~~believe~~with wethe ~~may~~Conversion beProposal, ~~able~~the to“Meeting ~~use~~Proposals”). ~~this~~In ~~test~~connection towith ~~evaluate~~these ~~miR-10b~~matters, ~~expression~~we ~~before,~~have ~~during~~agreed ~~and~~to ~~after~~file ~~treatment~~a toproxy ~~best~~statement ~~determine~~on ~~timing~~Schedule 14A ofwith ~~therapeutic~~the ~~intervention~~SEC.

InAccelerated ~~September 2021,~~Regulatory ~~research~~Programs conducted by MGH was published in Cancer Nanotechnology, entitled “Radiolabeling and PET-MRI microdosing of the experimental cancer therapeutic, MN-anti-miR10b, demonstrates delivery to metastatic lesions in a murine model of metastatic breast cancer.” This paper reported on an MGH study using a radiolabeled derivative of TTX-MC138 (referred to in the paper as MN-anti-miR10b). In this study, TTX-MC138 was tagged with copper-64, or Cu-64. As a result, highly sensitive and specific quantitative determination of pharmacokinetics and biodistribution, as well as observation of delivery of the Cu-64 labeled TTX-MC138 to metastases, was made in laboratory tests using noninvasive positron emission tomography-magnetic resonance imaging, or PET-MRI. The key results of the study suggest that TTX-MC138, when injected intravenously, accumulates in metastatic lesions. These results suggest that our TTX platform delivers its therapeutic candidate as intended and supports clinical evaluation of TTX-MC138. In addition, the MGH investigation describes a microdosing PET-MRI approach to measure TTX-MC138 biodistribution in cancer patients and its delivery to clinical metastases. (Microdoses are minute, subpharmacologic doses of a test compound, not greater than 100 micrograms.) The capacity to carry out microdosing PET-MRI studies in patients under an exploratory IND, or eIND, application could be important because it has the potential to facilitate FDA authorization of additional human studies. This research, published by Dr. Zdravka Medarova, our Chief Technology Officer and scientific co-founder, and others describes what we believe is an effective approach to assessing delivery of TTX-MC138 in metastatic cancer patients. Since the PET-MRI technique is sensitive enough to determine the concentration of radiolabeled drug candidate in the sub-picomolar range, microgram quantities of the radiolabeled drug candidate are believed to be sufficient to perform such a study in humans. We believe this capability has significant advantages in the initial phases of drug development. Because the low mass of the radiolabeled drug candidate does not induce reactions in humans, we believe the regulatory process is less complex.

The FDA maintains several programs intended to facilitate and expedite development and review of new drugs addressing unmet medical needs or for treating serious or life-threatening diseases or conditions. These programs include Fast Track designation, Breakthrough Therapy designation, Priority Review and Accelerated Approval. The purpose of these programs is to expedite either the development or the review of certain new drugs to get them to patients sooner than under standard FDA development and review procedures. We anticipate seeking one or more of these qualifications, but there is no assurance that we will obtain any of them.

Orphan Drug Designation

The Orphan Drug Act was enacted in 1983 to facilitate development of drugs that impact smaller patient populations. Benefits available under the Orphan Drug Act include seven-year marketing exclusivity, 25% tax benefits for research & development activities performed in the U.S., a waiver of Prescription Drug User Fee Act, or PDUFA, Fees, and qualification to compete for research grants.

Based on in vivo studies using TTX-siPDL1 to treat human pancreatic tumors implanted in animals, we applied for and, in June 2022, received, Orphan Drug Designation for the treatment of pancreatic cancer. In addition, in February 2023, we received Orphan Drug Designation for TTX-MC138, also for the treatment of pancreatic cancer. We intend to conduct additional in vivo studies to support filings of other TTX-based drug candidates in other orphan disease indications including osteosarcoma and small cell lung cancer, or SCLC. In the Michigan State University laboratory of one of our scientific co-founders, animal testing of TTX-MC138 in glioblastoma cells has been completed. Mechanistic studies have produced efficacy signals in

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~~Dr. Medarova’s~~combination ~~paper~~with ~~suggests~~temozolomide, ~~that~~or ~~the~~TMZ, ~~radiolabeling~~in ~~does~~glioblastoma ~~not~~multiforme, ~~impact~~or ~~tumor~~GBM, cell ~~uptake or the ability of TTX-MC138 to engage its target~~lines. ~~The~~A ~~paper~~manuscript ~~also~~summarizing ~~shows~~results ~~that~~from ~~the~~this ~~biodistribution~~study ofhas ~~Cu-64~~been ~~labeled~~submitted ~~TTX-MC138,~~for ~~when injected at a microdose, reflects its biodistribution at the level of a therapeutic dose~~publication.

~~These~~There ~~key~~is ~~findings~~no ~~informed~~assurance ~~our~~that ~~microdosing~~we ~~clinical~~will ~~trial~~obtain ~~with~~any ~~TTX-MC138.~~additional WeOrphan ~~believed~~Drug ~~that~~Designations. ~~our microdosing trial had numerous advantages:~~

~~(i)~~INTELLECTUAL PROPERTY

~~allowing~~Our ~~more~~intellectual ~~precise~~property, ~~quantitation~~or IP, portfolio is directed to our therapeutic candidates and their targeted use and development in specific patient populations and in specific indications. Comprised primarily of patents, trademarks, know-how and trade secrets, our rights-based portfolio currently consists of seven different patent families and one trademark. Our patent portfolio comprises issued patents, pending patent applications and new provisional patent applications. We have licensed rights to patents issued in the ~~amount~~U.S. which we believe provides exclusivity for a significant portion of the potential worldwide market for TTX-MC138, ~~delivered~~our tolead candidate, and are pursuing additional filings in both the ~~metastatic~~U.S. ~~lesions~~and ~~because~~elsewhere. ofPatents we have licensed for a TTX-MC138-associated biomarker test have issued in both the ~~higher~~U.S ~~sensitivity~~and in the European Union. Seviprotimut-L is based on proprietary cell lines. UIO-524, 525, and ~~quantitative~~526 ~~accuracy~~are ofprotected ~~positron~~by ~~emission~~an ~~tomography;~~issued patent and two Patent Cooperation Treaty, or PCT, applications in the U.S. and Europe.

Trademarks

We own, have applied for or have rights to use one or more registered and common law trademarks, service marks and/or trade names in connection with our business in the United States and/or in certain foreign jurisdictions. On October 20, 2021, we applied to the United States Commissioner of Trademarks to register TRANSCODE THERAPEUTICS as a trademark under International Class 005, pharmaceutical preparations for the treatment of cancer, diagnostic preparations for medical purposes, having Serial Number 97/083236.

Therapeutic Patent Rights Assigned to TransCode

Template Directed Immunomodulation for Cancer Therapy

•

International Application (PCT/US2021/65580) filed December 30, 2021. Corresponding national stage applications are pending in the United States, Canada, Japan, Australia, Europe and Korea.

~~(ii)~~Nanoparticle and Template Directed Rig-I Agonist Precursor Compositions and Uses thereof for Cancer Therapy

• permitting measurement of the pharmacokinetics and biodistribution of TTX-MC138 not only in the metastatic lesions but in other tissues throughout the body. This knowledge can inform Phase I/II clinical trial designs by allowing us to determine drug candidate uptake and clearance from vital organs;

International Application (PCT/US/2023/026460) filed June 28, 2023. Corresponding national stage applications are pending in the United States, Europe, and Japan.

~~(iii)~~Pharmaceutical Formulations, Dosing and Methods for the Treatment of Advanced Solid Tumors

• enabling measurement of pharmacokinetic endpoints potentially informing dosing for Phase II/III clinical trials. Specifically, because of the high sensitivity and quantitative nature of PET-MRI, it may be possible to derive a more precise calculation of drug concentration in the metastatic lesions over time and then correlate that information to the effective dose defined in our preclinical studies; and

U.S. Provisional Application No. US 63/898.419 filed October 13, 2025.

Methods for the Treatment of Minimal Residual Disease of Colorectal Cancer (ivCRC)

• ~~further informing selection of indications for Phase II/III trials by allowing trial design based on which patients’ metastases demonstrated accumulation of TTX-MC138 in prior trials.~~

U.S. Provisional Application No. 63/963,986 filed January 20, 2026

~~Because~~Unleash of(UIO) ~~the~~acquired ~~benefits~~Patents we(Oncolytic ~~believe~~Immunotherapy ~~derived~~Platform) ~~from a microdosing Phase 0 trial, and reflecting the studies described in Cancer Nanotechnology, we pursued a microdosing Phase 0 trial for our First-in-Human clinical trial conducted at MGH.~~

WeIsolated ~~believe~~DNA ~~that~~fragment ~~results~~of ~~from~~ the ~~Phase 0~~SPARC ~~trial~~human ~~also~~promoter ~~validated~~and ~~delivery~~its ~~generally~~use for ~~our~~driving ~~TTX~~the ~~pipeline~~expression ~~which~~of ~~potentially~~an ~~opens-up~~heterologous ~~additional~~gene ~~relevant~~in ~~RNA~~tumor ~~targets~~cells ~~that have been previously undruggable.~~

~~In the Phase 0 trial, we administered a single microdose of radiolabeled TTX-MC138 to the trial patient, with delivery of TTX-MC138 to metastatic lesions and other tissues evaluated by PET-MRI.~~ •

~~Our~~ U.S. ~~Lead~~Patent ~~Therapeutic~~No. ~~Candidate~~8.346.160: granted May 7, 2013

Our scientific co-founders developed our lead therapeutic candidate while at The General Hospital Corporation, d/b/a Massachusetts General Hospital, to target microRNA-10b, a well-validated biomarker linked to metastatic cancer. In contrast, most anti-cancer therapies target primary tumors and do not address metastatic disease specifically. MicroRNA-10b has been shown to be the master regulator of metastatic disease in multiple tumor types. We believe effective therapeutics have not been developed targeting microRNA-10b because of challenges in delivering therapeutics to tumors despite microRNA-10b’s strong association with cancer metastasis as documented in over 700 peer-reviewed scientific publications.

TTX-MC138 comprises proprietary iron-oxide nanoparticles conjugated to sequence-specific LNA/DNA oligonucleotides that target microRNA-10b. The nanoparticles serve as a vehicle to deliver oligonucleotides to tumors and metastases. The magnetic properties of these nanoparticles allow for monitoring their delivery using non-invasive imaging, which we believe adds value for clinical implementation of this therapeutic approach.

Preclinical Study Results — Breast Cancer

Our scientific co-founders conducted a variety of preclinical animal studies involving human metastatic breast cancer models. In these studies, TTX-MC138 was successfully delivered to metastatic lesions in the lymph nodes, lungs, and bones as shown by non-invasive imaging performed 24 hours after injection. In five

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separate studies involving over 125 mice, TTX-MC138 was injected into mice implanted with human metastatic breast tumors. These mouse models included the rodent 4T1-luc2 orthotopic allograft, which is a very aggressive model of stage IV metastatic breast cancer, the human MDA-MB-231-luc-D3H2LN xenograft, which is a stage II/III cancer model, and the human MDA-MB-231-BrM2-831 xenograft, which is a model of breast cancer metastatic to the brain. Tumors in mice implanted with MDA-MB-231 cells typically progress from localized disease to lymph node metastases within 21 days of implantation. Tumors in mice implanted with 4T1-luc2 cells typically progress to distant sites in the animals within 10 days of implantation.

To test TTX-MC138 in the model of lymph node metastatic breast cancer, mice had their primary tumors surgically removed four to five weeks after tumor inoculation, following confirmation of lymph node metastases via imaging. This was done to better simulate a clinical scenario, since the current standard of care involves surgical removal of the primary tumor in patients with lymph node metastatic breast cancer. Treatment with TTX-MC138 was then initiated during the week of tumor removal. Because tumors in mice replicate more rapidly than is typical in humans, we combined low-dose doxorubicin with the TTX-MC138 because doxorubicin slows metastatic cell replication specific to these tumor models. Doing so allowed the TTX-MC138 to more efficiently reach and inhibit the miR-10b inside the tumor cells.

After four weeks of therapy, metastases in mice treated with TTX-MC138 regressed. By contrast, in the control groups, there was metastatic progression (Within-Subjects ANOVA: p < 0.05). Treatment was discontinued once complete metastatic regression was observed. By the end of the study at 12 weeks, there was no recurrence and 100% survival in treated subjects having this cancer model. In similar studies involving mice implanted with 4T1-luc2 breast tumors, we observed regression of distant metastases by week six, at which point treatment was stopped (Within-Subjects ANOVA: p < 0.05). Despite stopping treatment, the animals remained metastasis-free and by the end of the study, no recurrence of disease had been observed. There was evidence of complete regression without recurrence in 65% of treated subjects while 35% progressed due to insufficient inhibition of miR-10b in this group. We believe this was due to the high rate of tumor cell replication in this model resulting in dilution of the therapeutic. We do not expect this to be the case in humans with metastatic disease, in whom tumor cell replication is dramatically slower than in mice.

Preclinical Study Results — Pancreatic Cancer

We evaluated the efficacy of TTX-MC138 as monotherapy in a murine model of pancreatic adenocarcinoma and achieved positive preclinical results. In this study, we treated mice bearing human pancreatic tumors with TTX-MC138 once weekly for eight weeks. The drug candidate demonstrated a pharmacodynamic response by successfully inhibiting miR-10b. Serum miR-10b was down-regulated by TTX-MC138 and was shown to be a potential surrogate biomarker of therapeutic efficacy, opening up the possibility of noninvasive monitoring of therapeutic response in human patients. Forty percent (40%) of animals treated with TTX-MC138 had complete responses, defined as complete regression of disease and long-term survival without recurrence.

These new findings expand the potential therapeutic relevance of TTX-MC138 beyond breast cancer, in which activity had previously been shown in preclinical studies, to include pancreatic adenocarcinoma. However, there is no assurance that these preclinical results will be duplicated in further preclinical studies or in cancer patients suffering from pancreatic cancer.

Preclinical Study Results — Glioblastoma

Studies have shown that miR-10b is highly expressed in high-grade glioblastoma multiforme, or GBM, and its inhibition leads to dysregulation of multiple pathways in tumorigenesis, resulting in repression of tumor growth and increased apoptosis. Thus, we hypothesized that suppressing miR-10b could enhance the cytotoxicity of conventional GBM chemotherapy with temozolomide, or TMZ. Inhibition of miR-10b in glioblastoma cells was achieved using MN-anti-miR10b (a TTX-MC138 analogue). Treatment of U251

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and LN229 human glioblastoma cells with our drug candidate led to inhibition of miR-10b accompanied by repression of growth and increase in apoptosis. We next explored whether MN-anti-miR10b could enhance the cytotoxic effect of TMZ. During these studies, we unexpectedly found that TMZ monotherapy increased miR-10b expression and changed the expression of corresponding miR-10b targets. This discovery led to the design of a sequence-dependent combination treatment, in which miR-10b inhibition and induction of apoptosis by MN-anti-miR10b was followed by a sub-therapeutic dose of TMZ, which caused cell cycle arrest and ultimately tumor cell death. Additionally, studies in human patient-derived models of GBM confirmed delivery to the brain tumors and exhibited a highly significant level of target inhibition, indicating robust pharmacodynamic activity.

Ongoing and Planned Clinical Trials

In 2023, we conducted a First-in-Human, or FIH, clinical trial with TTX-MC138-NODAGA-Cu64 (a radiolabeled version of TTX-MC138). This clinical trial involved administering a single microdose of TTX-MC138-NODAGA-Cu64 into cancer patients with advanced solid tumors. Dosing was followed by imaging using integrated positron emission tomography-magnetic resonance imaging, or PET-MRI. The Phase 0 trial was intended to quantify the amount of radiolabeled TTX-MC138 delivered to metastatic lesions and the pharmacokinetics (PK) and biodistribution of the therapeutic candidate in cancer patients. The single microdose design of the Phase 0 trial was not expected to demonstrate target engagement. The Phase 0 trial yielded critical data regarding therapeutic dose, timing, and potential safety that may inform later clinical trials. We believe that demonstrating our ability to overcome the challenge of RNA delivery to genetic targets, and specifically to tumors and metastases, represents a major step forward in unlocking therapeutic access to genetic targets involved in a range of cancers. We announced preliminary Phase 0 data in the fourth quarter 2023, and additional results in May 2024. In the third quarter 2024, we commenced our Phase I/II clinical trial. Our Phase I/II clinical trial is an open-label, multicenter dose escalation and dose expansion study to evaluate TTX-MC138 safety and tolerability of escalating dose levels of TTX-MC138. The objective of the dose-escalation stage of the trial is to determine the maximum tolerated dose, or MTD, from which we anticipate, determining a recommended Phase II dose, or RP2D. On September 17, 2024, we announced dosing of the first patient in the Phase I/II clinical trial. On October 10, 2024, we announced completion of the initial dosing of the first patients in this trial (designated as cohort 1) and, on October 23, 2024, we announced Safety Review Committee authorization to proceed with dosing patients comprising cohort 2.

Modular Design Toolbox

We employ a design engine to enable development of RNA therapeutic candidates that we believe can be efficiently delivered to genetic targets inside tumor cells. This approach is based on four complementary elements that together address the challenges of RNA drug development in oncology:

Nanocarrier Delivery Mechanism — Our strategy seeks to leverage a nanoparticle that has been extensively used in humans for imaging by repurposing it to deliver targeted therapeutics to oncology targets and for other therapeutic applications. The nanocarrier is tunable to pre-designed specifications to deliver therapeutic oligonucleotides to an RNA target in tumors and metastases without compromising its integrity. These nanocarriers differentiate us from competitive delivery approaches, many of which rely on lipid nanoparticles or chemical structures, such as GalNAc. Competitive delivery approaches effectively target sites in the liver but not sites in tumors and metastases elsewhere.

We expect that our competitive advantages will include effectively reaching tumors and metastases, achieving robust target engagement in tumor cells, which may result in a wide therapeutic window .

Genetic Code — Our approach to drug development takes advantage of our rapidly expanding knowledge about the human genome and the annotation of the genome — the knowledge about what different genes are responsible for, especially in cancer. Armed with this knowledge, we can take advantage of the coded

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nature of the genome to design therapeutic or diagnostic agents. Specifically, once we determine the code of the cancer target, we can develop therapeutic candidates using specific nucleic acids that are harmonized to that target and potentially rewrite the story on cancer. This is what TransCode means — to change the code. After determining the genetic target of interest, we may be able to choose from a variety of RNA approaches best suited for that target. Those approaches will likely range from RNAi, which include siRNAs, antisense oligonucleotides, and non-coding RNA mimics, or Pattern Recognition Receptor agonists like RIG-I.

Modular Design for Therapeutic Development — Our discovery platform consists of a modular ‘toolbox’ for developing therapeutic candidates designed to attack specific disease-causing RNA targets based on the phenomenon of genetic complementarity. These therapeutic candidates incorporate synthetic oligonucleotides, or oligos, that can be designed as antagomirs, mimics, miRNA sponges, siRNA duplexes, ribozymes, and others depending on the desired therapeutic strategy. In addition to the varied oligo design approach, we can also synthesize nanocarriers with tunable chemistry properties to enable delivery of proteins, peptides, radionuclides and small molecules. Combined, the modularity and tunability of these oligonucleotides and nanocarrier components may enable the potential to synthesize libraries of therapeutic agents designed for a given indication or a given patient in terms of therapeutic oligonucleotide design, size, surface coating and charge, hydrophilicity and hydrophobicity, and antigen-targeting through incorporation of targeting peptides.

Image Guided — Because our therapeutic candidates are innately detectable using non-invasive imaging, we can monitor their delivery to the tissue of interest and measure their bioavailability. The ability to monitor delivery using Magnetic Resonance Imaging, or MRI, can be instrumental in assessing and controlling the amount of oligonucleotide that reaches targeted tissues. MRI use during the design phase of the therapeutic candidate could guide drug design, delivery schedule, route, and dose and could suggest alternatives should treatment with the therapeutic candidate fail in a given patient. This is critical during drug development because it should allow us to optimize drug design to maximize therapeutic effect.

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Pipeline

Summary of Risks

Our business is subject to numerous material and other risks and uncertainties that you should be aware of in evaluating our business. These risks are described more fully elsewhere in this prospectus or incorporated herein by reference, including in the section entitled “Risk Factors,” and our other filings with the SEC and include, but are not limited to, the following:

➢

our low cash position and our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products;

➢Oncolytic Adenoviral Vector and Methods of Use

• ~~a potential delisting of our common stock from trading on the Nasdaq Capital Market because we have not met certain Nasdaq listing requirements;~~

International PCT Application No. PCT/US2020/019179 filed February 21, 2020. Corresponding national stage U.S. application granted as U.S. Patent No. 11,542,526.

➢

our ability to continue as a going concern;

➢ 7

~~our~~ TABLE ~~business~~OF is highly dependent on the success of TTX-MC138, our lead therapeutic candidate which is at the early stages of development. Our therapeutic candidates require significant additional preclinical, clinical development and manufacturing validation before we may be able to seek regulatory approval for and launch a product commercially; CONTENTS

Oncolytic Adenoviral Vector and Methods of Use

•

International PCT Application No. PCT/US2023/074623 filed September 20, 2023. Corresponding national stage applications are pending in the United States and Europe.

➢Therapeutic Patent Rights (Covered under MGH License)

~~the~~Therapeutic ~~results~~Nanoparticles ~~from our manufacturing, preclinical~~ and ~~clinical~~Methods ~~trial~~of ~~activities;~~Use Thereof

•

US 9,763,891 — Issued September 2017. Expiry not expected before 2032.

➢•

~~the~~US ~~therapeutic benefits~~9,629,812 — Issued ~~effectiveness~~April 2017. ~~and~~Expiry ~~safety~~not ofexpected ~~our~~before ~~therapeutic~~2032. ~~candidates;~~

➢•

~~our~~US ~~ability~~10,463,627 — Issued toNovember 201). ~~receive~~Expiry ~~regulatory~~not ~~approval~~expected ~~for~~before ~~our~~2032. ~~therapeutic candidates in the United States, Europe and other geographies;~~

➢Biomarker Patent Rights (Diagnostic test) miRNA Profiling Compositions and Methods of Use

• ~~the expected regulatory approval pathway for our therapeutic candidates;~~

US 10,086,093 — Issued October 2018. Expiry not expected before 2034.

➢•

~~potential~~US ~~changes in regulatory requirements~~18/339,621 — Pending. ~~and delays or negative outcomes from the regulatory approval process;~~

➢•

~~our~~EP ~~reliance~~2961386 — Issued onJuly 2019. ~~third~~Expiry ~~parties~~not ~~for~~expected ~~the~~before ~~planning,~~2034. ~~conduct and monitoring of clinical trials, for the manufacture of clinical drug supplies and drug product, and for other requirements;~~

➢Compositions and Methods for Tunable Magnetic Nanoparticles

• ~~our estimates of the size and characteristics of the markets that may be addressed by our therapeutic candidates if approved;~~

PCT/US 2020/63635 — Application filed December 7, 2020. Corresponding national stage applications pending in Australia, Canada, China, Europe, Hong Kong, Japan, Korea, and the U.S. Expiry not expected before 2040.

➢Compositions and Methods for Immune Checkpoint Inhibition

• ~~market acceptance of our therapeutic candidates that are approved for marketing in the United States or other countries;~~

PCT/US 2019/050003 — Application filed September 6, 2019. Corresponding national stage filings pending in Australia, Canada, China, Europe, Japan, Korea, and the U.S. Expiry not expected before 2038.

➢MGH LICENSE

~~our~~In ~~ability~~November 2018, towe ~~expand~~entered ~~our~~into ~~therapeutic~~a ~~candidate~~license ~~portfolio~~agreement ~~through~~with ~~internal~~MGH, ~~research~~or ~~and~~the ~~development~~MGH orLicense, ~~the~~pursuant ~~acquisition~~to orwhich inMGH granted us an exclusive, world-~~licensing~~wide, ofroyalty-bearing, sub-licensable license to certain MGH intellectual property ~~assets;~~which we collectively refer to as the Licensed Patents.

We are required to pay tiered royalties of a low to middle single-digit percentage on annual net sales of products related to the Licensed Patents. Initially, there were minimum royalties of $25,000 per year prior to the first commercial sale of a product or process covered by the Licensed Patents, and a minimum of $50,000 per year after the first commercial sale of a product or process covered by the Licensed Patent.

Upon the occurrence of certain milestones, we are also obligated to make payments that initially were up to an additional $1.55 million in aggregate. No milestone events have been achieved.

11 Unless earlier terminated, the MGH License will expire upon the latest of (i) the date on which all issued patents and filed patent applications subject to the MGH License have expired or been abandoned; (ii) expiration of the last to expire regulatory exclusivity of a covered product or process; or (iii) 10 years after the first commercial sale of a product or process covered by the Licensed Patents.

In the event of a default in our performance of the MGH License that we fail to cure, MGH may terminate the MGH License with respect to the country or countries in which the default occurs. MGH may terminate the MGH License immediately upon written notice to us in the event of our bankruptcy, insolvency, dissolution or winding up, or if we fail to maintain the insurance required pursuant to the MGH License. MGH may also terminate the MGH License upon written notice if we fail to make payments due under the MGH License. We may terminate the MGH License at any time by providing ninety (90) days written notice to MGH. Any sublicenses granted by us under the MGH License shall be automatically

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➢terminated upon the termination of the MGH License, but MGH is required to make a good faith effort to enter into a direct license agreement with any sublicensee who so requests.

~~the~~Amendments impact of natural disasters, global pandemics (including further outbreaks of existing strains of COVID-19 or new strains of the virus), labor disputes, armed conflicts and wars, lack of raw materials or other supplies, issues with facilities and equipment or other forms of disruption to ~~business~~MGH ~~operations~~License atAgreement ~~our manufacturing or laboratory facilities or those of our vendors, or at clinical trial sites;~~

In November 2020, we and MGH amended the MGH License. Under the amendment, the intellectual property licensed in 2018 was categorized as “Patent Family 1” and a provisional patent filing related to MGH’s nanoparticle technology was added to Patent Family 1. A second patent family, “Patent Family 2,” was created which includes MGH intellectual property targeting PD-L1.

The minimum annual license fee prior to the first commercial sale of a product or process covered by the MGH License was increased to $30,000 per year for Patent Family 1 and a minimum annual license fee of $10,000 per year was added related to Patent Family 2. All other terms of the MGH License including milestone payments, royalties and payment terms related to sublicense income we may receive remained the same as in the original MGH License.

Upon expiration of the MGH License, the licenses granted to us pursuant thereto will be considered fully paid and royalty-free.

Effective August 15, 2025, we and MGH amended the MGH License again. Under the second amendment the timelines for the pre-sales requirements for Patent Family 1 (as defined in the MGH License) were updated, and the requirements and timelines for the pre-sales requirements for Patent Family 2 (as defined in the MGH License) were updated. In addition, the aggregate dollar amount of one-time milestone payments we are obligated to pay MGH upon certain milestones was increased from $1,550,000 to $2,950,000 for each patent family; and the individual amounts for therapeutic product- or process-related milestone payments were updated.

MD ANDERSON CANCER CENTER ALLIANCE

In late 2024, we and The University of Texas M. D. Anderson Cancer Center (“MD Anderson”) agreed to amend our five-year strategic collaboration agreement in favor of MD Anderson focusing solely on participation in our Phase I/II clinical trial. This amendment relieved us from the obligation to make up to $10 million of collaboration payments. We are obligated to pay charges incurred by MD Anderson in connection with clinical trial services.

COMPETITION

The pharmaceutical industry is intensely competitive and constantly evolving. While we believe that our experience, scientific knowledge and intellectual property provide us with certain competitive advantages, these may not be sufficient to succeed. We face potential competition from many different sources, including major pharmaceutical, specialty pharmaceutical and biotechnology companies. Most of our potential competitors are larger than we are, and they have substantially greater capital and human resources than we do. Many also have established market positions and expertise and capabilities in sales, marketing, distribution, clinical trials and regulatory matters. Not only must we compete with other companies that are focused on RNA therapeutics and other therapeutic modalities that treat cancer, but also any therapeutic candidates that we successfully develop and commercialize must compete with existing therapies and new therapies that may become available in the future. In addition, we compete with other life sciences companies generally for employees, consultants and advisors, supplies and materials, and laboratory facilities and equipment.

Our competitors may develop more successful products that are similar to ours, but sooner than we can commercialize ours, which may negatively impact our results.

There are several companies operating in the “targeted therapy” space, many of which have existed longer than we have, with the advantages described above. The development of targeted therapies requires the identification of good targets — that is, targets that play a key role in cancer cell growth and survival. (It is for this reason that targeted therapies are sometimes referred to as the product of “rational” drug design.)

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One approach to identify potential targets is to compare individual proteins in cancer cells with those in normal cells. Proteins that are present in cancer cells but not normal cells, or that are more abundant in cancer cells, could be potential targets, especially if they are known to be involved in cell growth or survival. An example of such a differentially expressed target is the human epidermal growth factor receptor 2 protein, or HER-2. HER-2 is expressed at high levels on the surface of some cancer cells. Several targeted therapies are directed against HER-2, including trastuzumab (Herceptin), which is approved to treat certain breast and stomach cancers that overexpress HER-2.

Another approach to identify potential targets is to determine whether cancer cells produce mutant (altered) proteins that drive cancer progression. For example, the cell growth signaling protein BRAF is present in an altered form (known as BRAF V600E) in many melanomas. Vemurafenib (Zelboraf) targets this mutant form of the BRAF protein and is approved to treat patients with inoperable or metastatic melanoma that contains this altered BRAF protein.

Researchers also look for abnormalities in chromosomes that are present in cancer cells but not in normal cells. Sometimes these chromosome abnormalities result in the creation of a fusion gene (a gene that incorporates parts of two different genes) whose product, called a fusion protein, may drive cancer development. Such fusion proteins are potential targets for targeted cancer therapies. For example, imatinib mesylate (Gleevec) targets the BCR-ABL fusion protein, which is made from pieces of two genes that join together in some leukemia cells and promotes their growth.

There are a number of oncology companies with targeted therapeutics for various cancers with therapeutic candidates in various stages of preclinical and clinical development. Companies focusing on RNA therapeutics for oncology include Arrowhead Pharmaceuticals, Ionis, Moderna, Alnylam, BioNTech, Dicerna, and Siranomics, among others. We believe these companies lack delivery systems that are able to target genes inside tumors and metastases. We know of no other RNA companies currently in clinical development that have an exclusive focus on cancer and whose pipelines are not limited to a single RNA technology such as siRNA or mRNA vaccines. By contrast, our pipeline spans a spectrum of RNA and immunotherapy technologies (including ncRNAs, immune checkpoint inhibitors, immunostimulatory RNAs, cancer vaccines and oncolytic viruses for oncology).

Targeted therapy

Targeted cancer therapies are drugs or other substances that block the growth and spread of cancer by interfering with specific molecules (“molecular targets”) that are involved in the growth, progression, and spread of cancer. Targeted cancer therapies are sometimes called “molecularly targeted drugs,” “molecularly targeted therapies,” “precision medicines,” or similar names.

Targeted therapies differ from standard chemotherapy in several ways:

•

Targeted therapies act on specific molecular targets that are associated with cancer, whereas most standard chemotherapies act on all rapidly dividing normal and cancerous cells.

➢•

~~our~~Targeted ~~ability~~therapies are deliberately chosen or designed to ~~utilize~~interact ~~our~~with ~~proprietary~~their ~~technological~~target, ~~approach~~whereas tomany ~~develop~~standard ~~and~~chemotherapies ~~commercialize~~were ~~our~~identified ~~therapeutic~~because ~~candidates;~~they kill cells.

➢•

~~our~~Targeted ~~heavy~~therapies ~~dependence~~are onoften ~~licensed~~cytostatic ~~intellectual~~(that ~~property~~is, ~~including~~they ~~our~~block ~~ability~~tumor tocell ~~source~~proliferation), ~~and~~whereas ~~maintain~~standard ~~licenses~~chemotherapy ~~from~~agents ~~third-party~~are ~~owners;~~cytotoxic (that is, they kill tumor cells).

➢Targeted therapies are currently the focus of intense anti-cancer drug development. Spending on targeted therapies continues to grow rapidly in many regions of the world and now represents an estimated 48% of total oncology spending, up 36% from 2010. As mentioned above, we are focused on targeted therapies for cancer treatment with TTX-MC138 as an example.

~~our~~Immunotherapy ~~ability to protect our intellectual property and operate our business without infringing the intellectual property rights of others;~~

Immunotherapy has become an established pillar of cancer treatment improving the prognosis of many patients with a broad variety of hematological and solid malignancies. The two main drivers behind this success are checkpoint inhibitors, or CPIs, and chimeric antigen receptor, or CAR, T cells. For checkpoint blockade, current studies focus on antibody-based approaches. Regarding cellular immunotherapy, recent

➢ 10

~~our~~ TABLE ~~ability~~OF ~~to attract, retain and motivate key personnel;~~ CONTENTS

studies confirmed safety and efficacy of CAR T cells in larger cohorts of patients with acute lymphoblastic leukemia or diffuse large B cell lymphoma. Different strategies to translate the striking success of CAR T cells in B cell malignancies to other hematological and solid cancer types are currently under clinical investigation. Regarding the regional distribution of registered clinical immunotherapy trials, a shift from PD-1 / PD-L1 trials (mainly performed in the U.S. and in the European Union, or EU) to CAR T cell trials (majority of trials performed in the United States and China) can be noted.

➢The importance of immunotherapy is underscored by the fact that the Nobel prize for physiology and medicine in 2018 was awarded to James P. Allison and Tasuku Honjo for the discovery of cytotoxic T-lymphocyte-associated protein, or CTLA-4, and programmed cell death protein 1 / programmed cell death protein ligand 1, or PD-1 / PD-L1. Malignant tumors take advantage of the inhibitory PD-1 / PD-L1 or CTLA-4 pathways to evade the immune system. Disrupting this axis by blocking monoclonal antibodies can induce durable remissions in different cancer types and has led to numerous FDA and European Medicines Agency, or EMA, approvals, among others, for the treatment of melanoma, lung cancer, urothelial cancer, head and neck squamous cell carcinoma, or HNSCC, renal cell carcinoma, or RCC, and Hodgkin’s disease.

~~our~~Tyrosine ~~reliance~~kinase oninhibitors ~~third-party manufacturers to manufacture and release our drug substance and drug product that meets with our designated specifications;~~

Tyrosine kinase inhibitors are targeted therapies for cancer. Although some tyrosine kinase inhibitors are used to treat other types of cancer, lapatinib (Tykerb) is the only one that is FDA-approved for the treatment of breast cancer. Lapatinib is only used to treat HER2-positive metastatic breast cancer.

➢PARP inhibitors

~~our~~Poly ~~ability~~(ADP-ribose) topolymerase, ~~initiate~~or ~~and~~PARP, ~~complete~~inhibitors ~~our~~are a class of drugs under study for many types of cancer, including breast cancer. PARP is an enzyme involved in DNA repair. At this time, PARP inhibitors are only offered in clinical trials; for patients with metastatic breast cancer. Early findings suggest that PARP inhibitors hold the most promise for metastatic breast cancer patients who have a BRCA1 or BRCA2 gene mutation.

Cyclin dependent kinase 4 and 6 (CDK4/6) inhibitors

➢CDK4 and CDK6 are enzymes important in cell division. CDK4/6 inhibitors are a new class of drugs designed to interrupt the growth of cancer cells. The CDK4/6 inhibitor palbociclib (Ibrance) in combination with hormone therapy is FDA-approved for the treatment of hormone receptor-positive, HER2-negative metastatic breast cancers.

~~potential~~PI3 ~~collaborations~~kinase toinhibitors ~~license and commercialize any therapeutic candidates for which we receive regulatory approval in the future in or outside of the United States;~~

PI3 kinase is an enzyme important in cell growth. The PIK3CA gene helps control PI3 kinase enzyme activity. Some breast cancers have a mutation in the PIK3CA gene, and this mutation can affect PI3 kinase and cause the tumor to grow. PI3 kinase inhibitors are a new class of drugs designed to interrupt PI3 kinase signals and stop the growth of cancer cells. PI3 kinase inhibitors are under study for the treatment of metastatic breast cancer.

➢Seviprotimut-L

~~clinical~~The ~~development~~competitive ~~involves~~landscape afor ~~lengthy;~~Seviprotimut-L ~~complex~~in resected stage II/III melanoma is dominated by adjuvant immunotherapies and ~~expensive~~targeted ~~process;~~agents, with anemerging ~~uncertain~~modalities ~~outcome,~~further ~~and~~intensifying ~~the~~competition. ~~results~~Seviprotimut-L ofis ~~preclinical~~an ~~studies~~allogeneic, ~~manufacturing~~polyvalent, ~~and~~partially ~~early~~purified shed melanoma antigens vaccine (alum adjuvanted) derived from three proprietary human melanoma cell lines designed to prevent recurrence in patients with resected high-risk melanoma (stage ~~clinical~~II – III). ~~trials~~Seviprotimut-L ofhas ~~our~~demonstrated ~~therapeutic~~a ~~candidates~~favorable ~~may~~safety ~~not~~profile beand ~~predictive~~has ofshown ~~the~~potential ~~results~~benefit ofin ~~later-~~select subgroups, such as stage ~~clinical~~IIB/IIC ~~trials;~~patients under age 60.

Immune checkpoint inhibitors currently represent the standard of care, demonstrating significant improvements in recurrence-free survival. Two checkpoint inhibitors that have shown efficacy for the adjuvant treatment of melanoma in Stage IIB/IIC patients at risk for disease recurrence, Keytruda (from Merck) and Opdivo (from Bristol Myers Squibb) have both been approved.

➢ 11

we TABLE ~~may~~OF incur additional costs or experience delays in completing, or ultimately be unable to complete, the development, manufacturing and commercialization of TTX-MC138 or any of our other therapeutic candidates; CONTENTS

Additionally, targeted therapies (e.g., BRAF/MEK inhibitor combinations such as dabrafenib + trametinib) offer effective option for biomarker-selected stage III patients.

➢Beyond established therapies, personalized neoantigen vaccines, oncolytic viruses, and tumor-infiltrating lymphocyte (TIL) therapies, are entering the immunotherapy landscape.

~~our~~Overall, ~~therapeutic~~we ~~candidates~~believe ~~may cause undesirable side effects or death or have other properties~~ that ~~could~~Seviprotimut-L ~~halt~~occupies ~~their~~a ~~clinical~~niche ~~development,~~as ~~prevent~~a ~~their~~well-tolerated ~~regulatory~~vaccine ~~approval,~~targeting ~~limit~~recurrence ~~their~~prevention ~~commercial~~with ~~potential~~likely ordifferentiation ~~result~~on insafety ~~significant~~and ~~negative~~tolerability. ~~consequences;~~

Oncolytic Immunotherapy platform targeting MIBC

➢The current gold standard for the treatment of localized MIBC involves neoadjuvant cisplatin-based chemotherapy followed by radical cystectomy and pelvic lymph node dissection. However, novel treatment alternatives in the neoadjuvant setting, in particular, bladder-sparing treatments, are urgently needed because more than 50% of patients are ineligible for standard cisplatin-based neoadjuvant chemotherapy. Currently, immune checkpoint inhibitors (ICIs), antibody-drug conjugates (ADCs), and targeted therapies are as described below.

ifPreclinical westage: ~~are~~Adenovirus ~~unable~~XVir-N-31 to(Ad-Delo3-RGD): ~~advance~~oncolytic ~~our~~adenovirus ~~therapeutic~~vector ~~candidates~~dl520 tothat ~~clinical~~was ~~development,~~rendered ~~obtain~~cancer-specific ~~regulatory~~by ~~approval~~deletion ~~and~~of ~~ultimately~~the ~~commercialize~~transactivation ~~our~~domain ~~therapeutic~~CR3 ~~candidates,~~of orthe ifadenoviral weE1A13S ~~experience~~protein; ~~significant~~this ~~delays~~deletion causes antitumor activity in ~~doing~~drug-resistant socells displaying nuclear YB-1 expression. Alphavirus M1: naturally occurring, ~~our~~non-pathogenic ~~business~~Getah-like ~~will~~virus beisolated ~~materially~~from ~~harmed;~~mosquitoes that demonstrates strong oncolytic properties. Personalized peptide-based vaccines targeting tumor mutations and in situ vaccines using radiation combined with checkpoint inhibitors.

Clinical Stage: Several recruiting clinical studies investigating ADCs or bispecific antibodies in combination with immune checkpoint inhibitors (anti-PD-1 or PD-L1) in cisplatin-ineligible MIBC patients.

➢Approved and commercialized: Durvalumab (anti-PD-L1, IgG, IMFINZI®) in combination with gemcitabine and cisplatin as neoadjuvant treatment, followed by IMFINZI® as adjuvant monotherapy after radical cystectomy for the treatment of MIBC patients.

~~even if we receive regulatory approval of TTX-MC138 or any of our other therapeutic candidates~~CHEMISTRY, weMANUFACTURING ~~will~~AND beCONTROLS ~~subject~~(CMC) to ongoing regulatory requirements and continued regulatory review, which may result in significant additional expense. We may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our therapeutic candidates;

CMC is an extensive aspect of the IND-enabling process and is critical to setting appropriate timelines and connecting “deliverables” to clinical trials. The term “deliverables” refers to more than just the drug product itself. It also includes analytical standards and required documentation on drug purity, dose strength, storage, handling and stability. Materials for the analytical development process produced as part of the CMC process must be delivered before CMC development work can begin, as are activities that require analytical support for which time requirements must also be considered.

➢TTX-MC138: The design and manufacture of therapeutic candidates such as TTX-MC138 for miRNA targeting in tumor cells has gone through extensive research and development optimization at MGH prior to our company formation. Optimization work continues at our contract manufacturing organization, or CMO. The oligonucleotide drug substance incorporated in the final therapeutic candidate drug product is currently manufactured by our CMO in Germany. We believe this CMO will be able to meet our needs for oligonucleotide manufacturing meeting current good manufacturing practices, or cGMP, or good laboratory practices, or GLP, (together sometimes referred to as GxP) at least for the near term. TransCode has been utilizing the manufacturing services of this CMO since 2017. We use a different European CMO to produce the final therapeutic candidate drug product.

weSeviprotimut-L: ~~expect~~Previous tomanufacturing ~~rely~~of ~~on third~~Seviprotimut-~~parties~~L toallowed ~~manufacture~~for ~~and~~the ~~supply~~production ~~materials~~of wenon-GMP ~~require~~and ~~for~~GMP ~~research~~quality ~~and~~drug ~~development~~substance, ~~preclinical~~as ~~studies~~well ~~and~~as ~~clinical~~GMP ~~trials~~quality ~~which~~drug ~~could~~product. ~~result~~Scaling inup ~~supplies~~of ~~that~~the ~~are~~manufacturing ~~limited~~process orand ~~interrupted~~additional oranalytics ~~which~~will ~~may~~be ~~not~~required beto ofproduce ~~satisfactory~~batches ~~quantity~~that orwill ~~quality~~provide orthe ~~other~~amount ~~delays~~of orGMP ~~disruptions;~~drug for a Phase 3 trial.

Oncolytic Immunotherapy Platform: Small quantities of non-GMP drug substance were produced for Unleash by a CMO for use in pre-clinical studies. To conduct clinical trials with any of UIO 524, UIO 525

➢

ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations;

➢

we are subject to geopolitical risks, economic volatility, anti-corruption laws, export and import restrictions, local regulatory authorities and the laws and medical practices in foreign jurisdictions;

➢

obtaining and maintaining regulatory approval for our therapeutic candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval for that or of any of our other therapeutic candidates in other jurisdictions;

➢

we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do;

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➢or UIO 526, we will need to scale up a manufacturing process and perform the necessary analytic analyses to produce GMP grade materials.

~~the~~IMPLICATIONS ~~price~~OF ofBEING ~~our~~AN ~~common~~EMERGING ~~stock~~GROWTH ~~may~~COMPANY ~~be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock;~~

As a company with less than $1.235 billion in revenue in our last fiscal year, we qualify as an emerging growth company under the 2012 JOBS Act. This status allows us to benefit from reduced reporting requirements, including presenting only two years of audited financial statements with limited management’s discussion and analysis, bypassing auditor attestation under Section 404 of the Sarbanes-Oxley Act, minimizing disclosure on executive compensation, and being exempt from nonbinding advisory votes on executive compensation and golden parachute payments. We may utilize these provisions until the last day of our fiscal year following the fifth anniversary of our initial public offering, unless (i) we become a large accelerated filer, (ii) our annual revenue exceeds $1.235 billion, or (iii) we issue over $1 billion in non-convertible debt within three years, at which point we would lose this status earlier.

➢As an emerging growth company, we intend to take advantage of an extended transition period for complying with new or revised accounting standards as permitted by the JOBS Act.

To the extent that we ~~have~~continue ~~broad~~to ~~discretion~~qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the ~~use~~Exchange Act after we cease to qualify as an emerging growth company, certain of the ~~net~~exemptions ~~proceeds~~available ~~from~~to ~~this~~us ~~offering~~as ~~and~~an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not ~~use~~being ~~them~~required ~~effectively~~to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

Available Information

➢Our principal business address is 6 Liberty Square, #2382, Boston, MA 02109 USA, and our telephone number is (857) 837-3099. Our website address is www.transcodetherapeutics.com. The information contained on or that can be accessed through our website is neither a part of, nor incorporated by reference into, this prospectus, and you should not consider information on our website to be part of this prospectus.

investors may incur dilution in the net tangible book value of the shares purchased in the offering;

➢

we have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and the trading price of our common stock; and

➢

other risks and uncertainties, including those listed under the caption “Risk Factors” in our Annual Report on Form 10-K and in our other regulatory filings, including our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024.

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~~The~~THE ~~Offering~~OFFERING

Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 23 of this prospectus and incorporated herein by reference.

Issuer

TransCode Therapeutics, Inc.

~~Securities~~Shares ~~Offered~~of Common Stock that may be offered and sold by the Selling ~~Stockholders~~Stockholder

~~(i)~~Up ~~173,033 shares of Common Stock issued in the PIPE; (ii) 470,007 shares of Common Stock issuable upon the exercise of the PIPE PFWs; (iii) up~~ to 41,~~050~~533,~~953~~334 ~~common~~ shares ~~underlying~~of ~~the~~our ~~Series C~~ Common ~~Warrants;~~Stock ~~and~~consisting ~~(iv) up to 12,152,856 common shares underlying the Series D Common Warrants~~ of:

~~Terms of the Warrants~~ •

~~Each~~ 33,334 ~~Series C~~Commitment ~~Warrant~~Shares ~~has~~that anwe ~~initial exercise price per share of $15.675 and~~ will beissue ~~exercisable~~to ~~beginning on~~ the ~~date~~Selling ~~on which~~ Stockholder ~~Approval (~~as ~~defined~~consideration below) is received and deemed effective (the “Initial Exercise Date” or the “Stockholder Approval Date”). The Series C Warrants will expire on the five-year anniversary of the Initial Exercise Date. Additionally, the Series C Warrants provide for anits ~~adjustment~~commitment to ~~the~~purchase ~~exercise price and number of~~ shares ~~underlying such the Series C Warrants upon the Company’s issuance~~ of ~~common~~Common ~~shares~~Stock ~~or common share equivalents~~ at aour ~~price~~direction ~~per~~under ~~share that is less than~~ the ~~exercise~~SEPA, ~~price~~for ofwhich ~~the~~we ~~Series C~~have ~~Warrants,~~not ~~subject~~and towill anot ~~floor~~receive ~~price~~any ofdirect ~~$2.4882~~cash ~~(the “Floor Price”).~~ consideration;

The Series D Warrants have an initial exercise price per share of $15.675 and will be exercisable beginning on the Initial Exercise Date. The Series D Warrants will expire two and one-half years after the Initial Exercise Date. Under an alternative cashless exchange provision in the Series D Warrants, holders thereof have the right to receive an aggregate number of shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the Series D Warrants and (ii) 3.0.

In addition, on the 11th trading day following each of (i) the later of (A) the Stockholder Approval Date and (B) the Effective Date (as that term is defined in the PIPE SPA) and (ii) each subsequent date that a Registration Statement (as that term is defined in the PIPE SPA) is declared effective by the Securities and Exchange Commission, if any (each such trading day, a “Reset Date”), the Series C Warrants and the Series D Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date. Upon such reset of the exercise price, the number of shares issuable under the Common Warrants shall be increased such that the aggregate exercise price of the Common Warrants shall remain unchanged following such reset. •

~~The~~ Up ~~issuance~~to of750,000 ~~shares~~Advance ofShares ~~Common~~to ~~Stock~~be ~~upon~~issued ~~exercise~~to of the ~~Common~~Selling ~~Warrants~~Stockholder isin ~~subject~~connection towith ~~stockholder~~Advances ~~approval~~that ~~under~~may ~~applicable~~be ~~rules~~issued ~~and~~to ~~regulations of The Nasdaq Stock Market LLC (“Nasdaq”) (“Stockholder Approval” and~~ the ~~date~~Selling ~~on which~~ Stockholder ~~Approval~~from istime ~~received and deemed effective, the “Stockholder Approval Date”). The Company intends~~ to ~~hold~~time apursuant ~~shareholder meeting~~ to ~~obtain Stockholder Approval within 70 days following~~ the ~~closing~~SEPA; ~~of the PIPE.~~ and

~~TABLE OF CONTENTS~~ •

Up to 750,000 Conversion Shares ofto ~~Common~~be ~~Stock~~issued ~~Outstanding~~to ~~Prior~~the Selling Stockholder in connection with the Convertible Notes issued to ~~this~~the ~~Offering(1)~~Selling Stockholder from time to time pursuant to the SEPA

~~696,249 shares of Common Stock:~~

Shares of Common Stock Outstanding Assuming Exercise of All PIPE PFWs(1):

1,166,256 shares of Common Stock

Terms of the Offering

The Selling ~~Stockholders~~Stockholder will ~~each~~ determine when and how ~~they~~it will ~~sell~~dispose ~~the~~of ~~Resale~~any ~~Shares~~shares ~~offered~~of inCommon ~~this~~Stock ~~prospectus,~~registered asfor ~~described~~resale inunder ~~the~~this ~~“Plan of Distribution~~prospectus.”

Common Stock Outstanding Before this Offering

916,968 shares (as of December 31, 2025)

Common Stock Outstanding After this Offering

2,450,302 shares, assuming the sale by us of a total of 1,533,334 shares pursuant to the SEPA. The actual number of shares issued will vary depending upon actual sales under the SEPA.

Use of Proceeds

The Selling Stockholder will receive any proceeds from the resale of the shares offered pursuant to this prospectus. We will not receive any of the proceeds from these resales. However, we may receive up to $20,000,000 in aggregate gross proceeds under the ~~sale~~SEPA by(of which the ~~Selling~~Convertible ~~Stockholders~~Notes are a part) from sales of the Convertible Notes and Common Stock ~~issued~~that inwe may elect to make to the ~~PIPE.~~Selling WeStockholder ~~will,~~from ~~however,~~time ~~receive~~to ~~the~~time ~~net~~in ~~proceeds~~our ofdiscretion ~~any~~pursuant ~~Warrants~~to ~~exercised~~the ~~for~~SEPA, ~~cash~~if any. See “Use of Proceeds.” for more information.

Risk Factors

~~See~~Investing in our securities involves significant risks. Before making a decision to invest in our securities, please read the information contained in the section titled “Risk Factors” ~~incorporated~~in bythis ~~reference~~prospectus, ~~into~~the ~~this~~documents ~~prospectus~~we ~~from~~have ~~our~~incorporated ~~most~~by ~~current~~reference ~~Annual~~herein ~~Report~~and onunder ~~Form~~similar ~~10-K~~headings ~~and~~in ~~subsequent~~other ~~Quarterly~~documents ~~Reports~~filed onafter ~~Form~~the ~~10-Q,~~date ~~for~~hereof aand ~~discussion~~incorporated ofby ~~certain~~reference ~~factors~~into ~~you~~this ~~should~~prospectus. ~~carefully~~See ~~consider~~“Information ~~before~~Incorporated ~~deciding~~by toReference” ~~invest~~and in“Where ~~our~~You ~~Common~~Can ~~Stock~~Find More Information.”

Nasdaq ~~Capital Market~~ Symbol

“RNAZ”

1) Transfer Agent

The ~~number~~transfer ofagent ~~shares~~and ofregistrar ~~Common~~for ~~Stock is based on 696,249 shares of~~ our Common Stock ~~outstanding~~is asVStock ~~of December 4~~Transfer, ~~2024,~~LLC. ~~and excludes as of that date:~~

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The number of shares of Common Stock is based on 916,968 shares of our Common Stock outstanding as of December 31, 2025, and excludes as of that date:

•

542,369 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $274.26 per share;

➢•

~~470~~2,~~007~~035 shares of Common Stock issuable upon the exercise of outstanding ~~pre-funded~~stock ~~warrants~~options with a weighted average exercise price of $16,958.12 per share;

➢•

5815,~~096~~872,258 shares of Common Stock issuable upon ~~the~~conversion ~~exercise~~ of ~~stock~~outstanding ~~options~~preferred ~~with a weighted average exercise price of $83.82 per share~~stock; and

➢•

1171,~~656,729~~427 shares of our Common Stock ~~issuable~~reserved ~~upon~~and ~~exercise~~available offor ~~outstanding~~future ~~warrants~~issuance ~~with~~as aof ~~weighted~~December 31, ~~average~~2025, ~~exercise~~under ~~price~~our ofequity ~~$30~~incentive plans.55 ~~per share; and~~

➢Unless otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options or warrants or conversion of the preferred stock described above.

16,203,809 shares of Common Stock issuable upon exercise of the Series C Warrants and the Series D Warrants

Unless otherwise indicated, all information in this prospectus supplement assumes no exercise of the outstanding options or warrants described above.

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THE STANDBY EQUITY PURCHASE AGREEMENT

~~RISK~~SEPA ~~FACTORS~~Advances

~~Investing~~On inApril 6, ~~our Common Stock involves a high degree of risk. Our business is influenced by many factors that are difficult to predict~~2026, ~~involve~~we ~~uncertainties that may materially affect actual results~~ and ~~are~~Yorkville ~~often~~entered ~~beyond~~into ~~our control. You should consider carefully~~ the ~~risks~~SEPA and ~~uncertainties under~~ the ~~heading~~related ~~“Risk~~Yorkville ~~Factors”~~Registration inRights ~~our~~Agreement ~~Annual~~pursuant ~~Report~~to onwhich ~~Form~~we ~~10-K~~have ~~for~~ the ~~fiscal~~right ~~year~~to ~~ended~~sell ~~December 31,~~to ~~2023~~Yorkville ~~and~~up ~~our~~to ~~Quarterly~~$14.0 million ~~Reports for~~ (the ~~fiscal~~“Commitment ~~periods~~Amount”) ~~ended~~of ~~March 31,~~Common ~~2024~~Stock, ~~June 30,~~subject ~~2024,~~to ~~and~~certain ~~September 30,~~limitations ~~2024,~~and ~~which~~conditions ~~are~~set ~~each~~forth ~~incorporated by reference~~ in ~~this~~the ~~prospectus~~SEPA, asfrom ~~well~~time ~~as any amendment or update~~ to ~~our~~time ~~risk~~during ~~factors in subsequent filings with~~ the ~~SEC,~~term ~~and other information in our financial statements and notes thereto, all~~ of ~~which~~the ~~are incorporated by reference into this prospectus, before deciding to invest in our Common Stock~~SEPA. IfSales ~~any~~ of the ~~described~~shares ~~risks~~of ~~incorporated~~Common byStock ~~reference hereto were~~ to ~~materialize,~~Yorkville ~~our~~under ~~business,~~the ~~financial condition~~SEPA, ~~results of operations,~~ and ~~future~~the ~~growth~~timing ~~prospects~~of ~~could~~any besuch ~~materially and adversely affected. In that event~~sales, ~~the~~are ~~market~~at ~~price of~~ our ~~Common Stock could decline~~option, and ~~you~~we ~~could~~are ~~lose~~under ~~part~~no ofobligation orto ~~all~~sell ofany ~~your~~shares ~~investment~~of ~~in our~~ Common Stock. ~~See~~to ~~the~~Yorkville ~~section~~under ofthe ~~this prospectus titled “Where You Can Find More Information~~SEPA.”

~~Risks~~Upon ~~Related~~satisfaction of the conditions to ~~Sales~~Yorkville’s purchase obligation set forth in the SEPA, which include, among other things, (i) having the Yorkville Registration Statement covering the resale of the shares of Common Stock issuable under the SEPA declared effective by ~~Selling~~the ~~Stockholders~~SEC, which we are obligated to file with the SEC by April 30, 2026, and (ii) no more than 10% of the original balance being outstanding under any Convertible Note, with certain exceptions, we will have the right, but not the obligation, from time to time at our sole discretion until the SEPA is terminated or expires in accordance with its terms, to direct Yorkville to purchase a specified number of shares of Common Stock up to the applicable Maximum Advance Amount (defined below), by delivering to Yorkville a Company Advance Notice in accordance with the terms of the SEPA. The purchase price per share for each Advance is set at 97% of the lowest volume weighted average price, or VWAP, during the three consecutive trading days beginning on the date upon which the Advance Notice is delivered.

~~Sales~~While there is no mandatory minimum amount of ~~substantial~~Common ~~amounts~~Stock we are required to direct Yorkville to purchase pursuant to any single Advance Notice, a Company Advance Notice may not direct Yorkville to purchase a number of ~~our~~shares ~~common~~of Common Stock exceeding the greater of (i) 100% of the average daily trading volume of the Common Stock on The Nasdaq Capital Market (“Nasdaq”) during the five consecutive trading day period immediately preceding an Advance Notice and (ii) 500,000 shares byof Common Stock, and a ~~Selling~~Yorkville ~~Stockholder,~~Advance orNotice may not elect to purchase a number of shares of Common Stock exceeding the ~~perception~~balance ~~that~~owed ~~sales~~under ~~could~~the ~~occur,~~Convertible ~~could~~Notes ~~adversely~~outstanding ~~affect~~on the ~~price~~date of ~~our~~the ~~common~~delivery ~~shares~~of the Yorkville Advance Notice (each, a “Maximum Advance Amount”).

The ~~sale~~shares of Common Stock that we direct Yorkville to purchase pursuant to an Advance Notice we deliver to Yorkville under the SEPA will be purchased by ~~Selling~~Yorkville ~~Stockholders~~at a per share price equal to 97% of athe ~~significant~~lowest ~~number~~daily VWAP of ~~common~~the ~~shares~~Common ~~could~~Stock ~~have~~during athe ~~material~~three ~~adverse~~consecutive ~~effect~~trading day period commencing on the ~~market~~date ~~price~~of delivery of ~~our~~the ~~common~~Advance ~~shares.~~Notice In(each, ~~addition~~a “Pricing Period”), other than (i) the ~~perception~~daily VWAP on a trading day on which the daily VWAP is less than a minimum acceptable price we set in the ~~public~~Advance ~~markets~~Notice ~~that~~(if any), or (ii) there is no daily VWAP on the ~~Selling~~subject ~~Stockholders~~trading day during the applicable Pricing Period. We may ~~sell~~elect, ~~all~~in orour sole discretion, to set forth a ~~portion~~minimum ofacceptable ~~their~~price ~~shares~~in aseach Advance Notice (each, a ~~result~~“Minimum Price”) or we may elect not to do so. To the extent any such VWAP is excluded from the calculation of the ~~registration~~per share purchase price for the shares of ~~such~~Common Stock to be purchased by Yorkville under an Advance Notice, as described above, the total number of shares ~~for~~of ~~resale~~Common ~~pursuant~~Stock to ~~this~~be ~~prospectus~~purchased ~~could~~by ~~also~~Yorkville in ~~and~~the applicable Advance will be automatically reduced by one-third for each trading day during the applicable Pricing Period with respect to which the VWAP is so excluded from the calculation of ~~itself~~the ~~have~~applicable aper ~~material~~share ~~adverse~~purchase ~~effect~~price. on“VWAP” is defined in the ~~market~~SEPA as the daily volume weighted average price of ~~our~~the ~~common~~Common ~~shares~~Stock for such trading day on Nasdaq during regular trading hours as reported by Bloomberg L.P. WeThere ~~cannot~~is ~~predict~~no upper limit on the ~~effect,~~price ifper ~~any,~~share that ~~market~~Yorkville ~~sales~~could ofbe ~~common~~obligated ~~shares~~to bypay ~~Selling~~for ~~Stockholders,~~the orCommon Stock that we may elect to sell to it in any Advance under the ~~availability~~SEPA. The purchase price per share of ~~their~~Common ~~common~~Stock ~~shares~~that we may elect to sell to Yorkville in an Advance under the SEPA will be equitably adjusted for ~~sale~~any stock split, ~~will~~stock ~~have~~combination, onstock dividend or other similar transaction involving the ~~market~~Common ~~price~~Stock ofoccurring ~~our~~during ~~common~~the ~~shares~~applicable Pricing Period for such Advance under the SEPA.

~~The~~We ~~exercise~~will ofcontrol the ~~Warrants,~~timing ~~including~~and ~~their~~amount ~~reset~~of ~~and~~any ~~anti-dilution~~sales ~~features~~of Common Stock to Yorkville as Advances under the SEPA, ~~may~~except ~~result~~to inthe ~~substantial~~extent ~~dilution~~that Yorkville elects to ~~purchasers~~deliver ofa ~~our~~Yorkville Advance Notice as set forth above. Actual sales of Common Stock ~~and~~to ~~may~~Yorkville ~~adversely~~as ~~affect~~Advances under the ~~market~~SEPA ~~price~~will depend on a variety of factors we determine, in our ~~Common~~sole ~~Stock.~~discretion, from time to time, which may include, among other things,

On November 26, 2024, we entered into the PIPE SPA with the Selling Stockholders in connection with which we issued to the Selling Stockholders our Series C Warrants and Series D Warrants. Each Series C Warrant has an initial exercise price per share of $15.675 and will be exercisable beginning on the date on which Stockholder Approval (as defined below) is received and deemed effective (the “Initial Exercise Date” or the “Stockholder Approval Date”). The Series C Warrants will expire on the five-year anniversary of the Initial Exercise Date. Additionally, the Series C Warrants provide for an adjustment to the exercise price and number of shares underlying such Series C Warrants upon our issuance of common shares or common share equivalents at a price per share that is less than the exercise price of the Series C Warrants, subject to a floor price of $ 2.4882 per share (the “Floor Price”). The Series D Warrants have an initial exercise price per share of $15.675 and will be exercisable beginning on the Initial Exercise Date. Under an alternative cashless exchange provision in the Series D Warrants, holders thereof have the right to receive an aggregate number of shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the Series D Warrants and (ii) 3.0. In addition, on the 11th trading day following each of (i) the later of (A) the Stockholder Approval Date and (B) the Effective Date (as that term is defined in the PIPE SPA) and (ii) each subsequent date that a Registration Statement (as that term is defined in the PIPE SPA) is declared effective by the Securities and Exchange Commission, if any (each such trading day, a “Reset Date”), the Series C Warrants and the Series D Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date. Upon such reset of the exercise price, the number of shares issuable under the Common Warrant shall be increased such that the aggregate exercise price of the Common Warrant shall remain unchanged following such reset. The issuance of shares of Common Stock upon exercise of the Common Warrants is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock

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~~RISK~~market ~~FACTORS~~conditions, the trading price of the Common Stock and our determinations as to the appropriate sources of funding for our business and operations.

In addition, if there is any balance outstanding under a Convertible Note, Yorkville will have the right, but not the obligation, from time to time at its sole discretion, to cause an Advance Notice to be deemed delivered to Yorkville, and to purchase a specified number of shares of Common Stock, up to the applicable Maximum Advance Amount, by delivering a Yorkville Advance Notice, in accordance with the terms of the SEPA. The purchase price of the shares of Common Stock in respect of a Yorkville Advance Notice will be equal to the Conversion Price that would be applicable to the amount of the Advance selected by Yorkville if such amount were converted into Common Stock pursuant to the Convertible Notes as of the date of delivery of the Yorkville Advance Notice. Yorkville will pay the purchase price for the shares of Common Stock by offsetting the amount of the purchase price to be paid by Yorkville against an equal amount outstanding under the Convertible Notes (first towards accrued and unpaid interest, if any, then towards any principal amount). For the avoidance of doubt, the repayment in cash or the conversion of all or a portion of the Convertible Notes will not reduce the Commitment Amount, other than with respect to delivery of an Advance Notice in accordance with an Amortization Event, as described below.

~~Market~~Because ~~LLC~~the per share purchase price that Yorkville will pay for Advance Shares pursuant to any Advance that we elect to effect pursuant to the SEPA will be determined by reference to the VWAP during the applicable period for such Advance on the applicable purchase date for such Advance (“~~Nasdaq~~Purchase Date”), ~~(“Stockholder~~as ~~Approval”~~of the date of this prospectus, we cannot determine the actual purchase price per share that Yorkville will be required to pay for any Advance Shares that we may elect to sell to Yorkville under the SEPA from and after the date onthat ~~which~~the ~~Stockholder~~conditions ~~Approval~~are ismet ~~received~~ and ~~deemed~~the ~~effective,~~first Pre-Paid Advance on the ~~“Stockholder~~SEPA ~~Approval~~is effected (the “Commencement Date”). ~~The~~and, ~~Company~~therefore, ~~intends~~we tocannot ~~hold~~be acertain ~~shareholder~~how ~~meeting~~many toAdvance ~~obtain~~Shares, ~~Stockholder~~in ~~Approval~~the ~~within~~aggregate, 70we ~~days~~may ~~following~~issue and sell to Yorkville under the ~~closing~~SEPA offrom and after the ~~PIPE~~Commencement Date.

~~The~~Convertible ~~reset~~Notes feature in the Warrants may adjust the exercise price downward and increase the number of shares issuable upon exercise under certain conditions thereby causing further dilution to existing stockholders, including purchasers of our common stock. This additional dilution could be significant, depending on the extent of the adjustments triggered by the reset provisions and the number of warrants exercised.

~~The~~In ~~potential~~connection ~~for~~with ~~increased~~the ~~dilution~~SEPA, ~~due~~and subject to the ~~reset~~conditions ~~feature~~set ~~may~~forth ~~exert~~therein, ~~downward~~Yorkville ~~pressure~~has onalso ~~the~~agreed ~~market~~to ~~price~~advance ofup ~~our~~to ~~common~~$6.0 million ~~stock~~to us, asless ~~investors~~certain ~~anticipate~~amounts ~~the~~as ~~possibility~~described ofbelow, ~~additional~~as ~~shares~~a ~~entering~~Pre-Paid ~~the market~~Advance. ~~Moreover,~~The ~~the~~Pre-Paid ~~uncertainty~~Advance ~~surrounding~~will ~~the number of shares that ultimately may~~ be ~~issued~~paid ~~upon~~to ~~exercise~~us ofin ~~these~~two ~~warrants~~tranches, ~~could~~in ~~make~~exchange for our ~~common~~issuance ~~stock less attractive~~ to ~~investors,~~Yorkville ~~potentially~~of ~~further~~the ~~depressing~~Convertible ~~our stock price~~Notes.

The ~~issuance~~first ofPre-Paid ~~additional~~Advance ~~shares~~was ~~upon~~disbursed ~~exercise~~to ofus ~~the~~on ~~warrants~~April 15, ~~with~~2026. ~~reset~~In ~~features~~exchange ~~could~~for ~~also~~the ~~make~~first itPre-Paid ~~more~~Advance, ~~difficult~~we ~~for~~issued usthe toFirst ~~raise~~Convertible ~~additional~~Note ~~capital~~to ~~through~~Yorkville ~~future~~in ~~offerings~~the ofprincipal ~~equity~~amount ~~securities~~of $1.0 million, ~~Investors~~which ~~may~~was beissued ~~concerned~~with ~~about~~a ~~the~~purchase ~~dilutive~~price ~~effects~~discount of ~~such~~5.0% ~~features~~(or $50,000). ~~which~~The ~~could~~First ~~impair~~Convertible ~~our~~Note ~~ability~~is toconvertible ~~secure~~into ~~financing~~Common onStock ~~favorable~~at ~~terms~~the iflower atof ~~all.~~(i) a ~~Purchasers~~fixed conversion price of ~~our~~$10.71 ~~common~~per ~~stock~~share ~~may~~(the ~~experience~~“Fixed ~~immediate~~Price”) and ~~substantial~~(ii) 95% ~~dilution~~of inthe lowest daily VWAP during the ~~net~~seven ~~tangible~~consecutive ~~book~~trading ~~value~~days ~~per~~immediately ~~share~~preceding ofthe ~~their~~conversion ~~investment~~date, ~~upon~~but in no event lower than the ~~exercise~~Floor ofPrice ~~these~~(the ~~warrants,~~“Variable ~~especially~~Price”) if(the “First Convertible Note Conversion Price”). After accounting for the ~~reset~~purchase ~~features~~price ~~are~~discount, ~~triggered~~the ~~and~~purchase ~~result~~price inpaid ~~issuances~~by ofYorkville ~~additional~~for ~~shares~~the First Convertible Note was $950,000.

The second tranche of the Pre-Paid Advance will be disbursed to us in exchange for the issuance to Yorkville of the Second Convertible Note in the principal amount of $5.0 million. The Second Convertible Note will be issued with a purchase price discount of 5.0% (or $250,000) and will be convertible into Common Stock at the lower of (i) a price equal to 115% of the VWAP on the day prior to the issuance of the Second Convertible Note and (ii) the Variable Price (the “Second Convertible Note Conversion Price” and together with the First Convertible Note Conversion Price, the “Conversion Price”). The Second Convertible Note will be issued on the second trading day after the later of (i) the Yorkville Registration Statement described above first becoming effective under the Securities Act, (ii) our receipt of the requisite stockholder approval to issue shares of Common Stock to Yorkville under the SEPA and upon conversion of the Convertible Notes, collectively, in excess of the Exchange Cap, and (iii) the approval by The Nasdaq Stock Market LLC of the Initial Listing Application required under Nasdaq Listing Rules 5110 and 5635(b). After accounting for the purchase price discount, we expect to receive gross proceeds of $4,750,000 pursuant to the Second Convertible Note.

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Interest on the outstanding balances of the Convertible Notes will accrue at an annual rate of 5.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date of the First Convertible Note will be October 15, 2027. The maturity date of the Second Convertible Note will be 18 months after the Second Convertible Note is issued. We may extend the applicable maturity date of each Convertible Note, at our option, for a period of six months on each of two occasions by providing written notice to Yorkville. On the applicable maturity date, any portion of the outstanding principal amount and accrued but unpaid interest that remains outstanding on such Convertible Note will automatically be converted at the then applicable Conversion Price, provided that if any Equity Condition (as defined in the Convertible Notes) is not satisfied, the applicable maturity date will be automatically extended until all Equity Conditions have been satisfied.

~~USE~~Upon OFan ~~PROCEEDS~~event of default under the Convertible Notes, which includes, among other things, payment defaults not cured within five days, certain bankruptcy events, certain change in control transactions unless the outstanding obligations are repaid at closing thereof or Yorkville consents, failure to timely deliver shares, specified cross-defaults exceeding $500,000, late SEC periodic reports, trading suspensions of 10 consecutive trading days, and material covenant breaches not cured within the applicable period, interest shall increase to a rate of 18% per annum and, at Yorkville’s election or automatically upon certain insolvency events, the full outstanding amount, together with the 10% Payment Premium (as defined below) and all accrued interest and other amounts owing, shall become immediately due and payable.

WeThe ~~are~~Conversion ~~not~~Price ~~selling~~is ~~common~~subject ~~shares~~to ~~for~~adjustment ~~our~~from ~~own~~time ~~account~~to ~~under~~time ~~this~~as ~~prospectus~~provided ~~and~~in wethe ~~will~~Convertible ~~not~~Notes. ~~receive~~Such ~~any~~adjustments ~~proceeds~~to ~~from~~the ~~any~~Conversion ~~sales~~Price bymay ~~Selling~~include: ~~Stockholders~~(i) standard proportionate antidilution adjustment in the event of ~~our~~any ~~common~~stock split, stock ~~covered~~combination, bystock ~~this~~dividend ~~prospectus~~or ~~and~~other ~~any~~similar ~~accompanying~~transaction ~~prospectus~~involving ~~supplement.~~the ~~All~~Common ~~proceeds~~Stock ~~from~~and (ii) certain “price protection” antidilution adjustment in the ~~sale~~event of ~~the~~certain ~~common~~dilutive ~~stock~~issuances of Common Stock by us after the ~~Selling~~18-month ~~Stockholders~~anniversary ~~will~~of bethe ~~for~~issuance ~~their~~of ~~own~~a ~~accounts.~~Convertible WeNote ~~will,~~at ~~however,~~prices ~~receive~~deemed to be below the ~~net~~applicable ~~proceeds~~Fixed ofPrice ~~any~~(with ~~Warrants~~the ~~exercised~~exception ~~for~~of ~~cash.~~certain ~~Proceeds,~~“excluded ifissuances” ~~any,~~as ~~received~~set ~~from~~forth in the ~~exercise~~Convertible ofNotes), ~~such~~which ~~Warrants~~would ~~will~~reduce bethe ~~used~~Fixed ~~for~~Price ~~working~~to ~~capital~~the ~~and~~lowest ~~for~~price ~~general~~per ~~corporate~~share ~~purposes.~~at Nowhich ~~assurances~~the ~~can~~Common beStock ~~given~~is ~~that~~deemed ~~any~~to ofbe ~~such~~issued ~~Warrants~~by ~~will~~us bein ~~exercised~~the dilutive issuance.

~~Each~~If, ~~Selling~~at ~~Stockholder~~any ~~will~~time ~~pay~~after ~~any~~the ~~discounts,~~date ~~commissions~~upon which a Convertible Note is issued, and ~~fees~~from oftime ~~underwriters,~~to ~~selling~~time ~~brokers~~thereafter, ~~dealer~~(i) the ~~managers~~daily orVWAP ~~similar~~is ~~securities~~less ~~industry~~than ~~professionals~~the ~~incurred~~Floor byPrice ~~such~~then ~~Selling~~in ~~Stockholder~~effect infor ~~disposing~~five trading days during a period of ~~the~~seven ~~Resale~~consecutive ~~Shares~~trading ~~covered~~days by(a ~~this~~“Floor ~~prospectus.~~Price WeEvent”), ~~will~~(ii) any ~~bear~~time ~~all~~after ~~other~~the ~~costs~~Yorkville Registration Statement has been declared effective by the SEC, ~~fees~~Yorkville ~~and~~is ~~expenses~~unable ~~incurred~~to inutilize ~~effecting~~the Yorkville Registration Statement to resell the ~~registration~~underlying shares of ~~the~~Common ~~offer~~Stock ~~and~~for ~~sale~~a period of ~~the~~10 ~~Resale~~consecutive ~~Shares~~trading ~~covered~~days by(a ~~this~~“Registration ~~prospectus~~Event,” and ~~any~~together ~~accompanying~~with ~~prospectus~~the ~~supplement,~~Floor ~~including~~Price Event, ~~without~~an ~~limitation~~“Amortization Event”), ~~all~~we ~~registration~~shall ~~and~~make ~~filing~~monthly ~~fees,~~cash ~~Nasdaq~~payments ~~listing~~beginning ~~fees~~on ~~and~~the ~~fees~~seventh trading day after the date upon which the Amortization Event first occurred (the “Amortization Event Date”) and ~~expenses~~continuing on the same day of ~~our~~each ~~counsel~~successive ~~and~~calendar month until the entire outstanding principal amount of the Convertible Notes has been repaid or our ~~accountants~~obligation to make monthly cash payments has ceased as set forth below.

Each monthly cash payment will be in an amount equal to the sum of (i) 18% of the outstanding principal amount of the applicable Convertible Note (the “Amortization Principal Amount”), plus (ii) 10% of the principal amount being paid (the “10% Payment Premium”) in respect of such Amortization Principal Amount, plus (iii) all accrued but unpaid interest as of each payment date. Our obligation to make monthly cash payments related to an Amortization Event will cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date, (a) in the event of a Floor Price Event, on the date that is the 10th consecutive trading date that the daily VWAP is greater than the Floor Price then in effect, or (b) in the event of a Registration Event, the condition or the event causing the Registration Event has been cured or Yorkville is able to resell the Common Shares issuable upon conversion of the Convertible Note in accordance with Rule 144, unless a subsequent Amortization Event occurs.

Exchange Cap

Under applicable Nasdaq rules, in no event may we issue to Yorkville under the SEPA or upon conversion of the Convertible Notes, collectively, more than 183,301 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the SEPA (the “Exchange Cap”), unless we obtain the requisite stockholder approval to issue shares of Common Stock in excess of the Exchange Cap to Yorkville under the SEPA and upon conversion of the Convertible

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DETERMINATION OF OFFERING PRICE

We cannot determine in advance the price or prices at which the shares of Common Stock may be sold by the Selling Stockholders under this prospectus.

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THE SELLING STOCKHOLDERS

The shares of Common Stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholder, and those issuable to the Selling Stockholders upon exercise of the Warrants. For additional information regarding the issuances of those shares of Common Stock and Warrant Shares, see “The Offering.”. We are registering the Resale Securities in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the Warrants, as well as their other purchases of other securities from us, if any, the Selling Stockholders have not had any material relationship with us within the past three years.

The shares offered by this prospectus may be sold from time to time on Nasdaq, in privately negotiated transactions or otherwise. We have agreed to prepare and file amendments and supplements to the registration statement to the extent necessary to keep the registration statement effective for the period of time required under our agreement with the Selling Stockholders.

All information with respect to the Selling Stockholders’ ownership of the Resale Shares has been furnished by or on behalf of the Selling Stockholders and is as of December 2, 2024. The percentage ownership data is based on 696,249 shares of Common Stock issued and outstanding as of December 2, 2024. We believe, based on information supplied by the Selling Stockholders, that except as may otherwise be indicated in the table below, the Selling Stockholders and their affiliates listed in any footnote to the table below have sole voting and dispositive power with respect to the shares of Common Stock reported as beneficially owned by them.

The aggregate number of shares of Common Stock that the Selling Stockholders may offer and sell pursuant to this prospectus is based upon (i) the number of shares of Common Stock issued them in the PIPE; (ii) the number of shares of Common Stock that may be issued to the Selling Stockholders upon their exercise of PIPE PFWs; and (iii) the number of shares of Common Stock that may be issued to the Selling Stockholders upon their exercise of the Common Warrants. The Selling Stockholders may sell some, all or none of the Resale Shares. We do not know how long the Selling Stockholders will hold the Resale Shares before selling them, and we currently have no agreements, arrangements or understandings with any Selling Stockholder regarding the sale or other disposition of any of the Resale Shares or any other shares of Common Stock. The Resale Shares may be offered and sold from time to time by the Selling Stockholders pursuant to this prospectus.

The Series C Warrants and the Series D Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date. Upon such reset of the exercise price, the number of shares issuable under the Common Warrant shall be increased such that the aggregate exercise price of the Common Warrant shall remain unchanged following such reset. Due to this anti-dilution feature, we have included in the third column in the table below the maximum number of shares of Common Stock that can be issued upon exercise of the Warrants.

Because the Selling Stockholders may sell some or all of the Resale Shares included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Resale Shares, no estimate can be given as to the number of shares of Common Stock available for resale hereby that will be held by the Selling Stockholders in the future. In addition, the Selling Stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, Resale Shares they hold in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth in the table below. We have, therefore, assumed for the purposes of the following table, that the Selling Stockholders will sell all of the Resale Shares owned beneficially by them and their affiliates listed in any footnote to the table below that are covered by this prospectus, but not any other shares of Common Stock they may beneficially own.

Under the terms of the Warrants, a Selling Stockholder may not exercise the Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially

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~~THE~~Notes ~~SELLING~~in ~~STOCKHOLDERS~~accordance with applicable Nasdaq rules. At an upcoming meeting of our stockholders (the “Stockholder Meeting”), among other things, we will seek the requisite stockholder approval in accordance with Rule 5635(d) of the Nasdaq Listing Rules to issue and sell shares of Common Stock in excess of the Exchange Cap referred to above under the SEPA and upon conversion of the Convertible Notes with the recommendation of our Board of Directors that such approval be provided. Accordingly, if such requisite stockholder approval is obtained at the Stockholder Meeting, we would be able to issue and sell to Yorkville in Advances under the SEPA as many shares of Common Stock as will be necessary for us to obtain the entire $20.0 million aggregate purchase commitment made by Yorkville under the SEPA and Convertible Notes, which includes amounts that are used as Pre-Paid Advances of outstanding amounts under the Convertible Notes, and as many shares of Common Stock as will be necessary to enable Yorkville to convert all outstanding amounts under the Convertible Notes that Yorkville elects to convert into shares of Common Stock under the terms of the Convertible Notes, in each case, without any further aggregate share issuance limitations under Nasdaq rules. However, the Exchange Cap will continue to limit issuances and sales of Common Stock by us to Yorkville under the SEPA and upon conversion of the Convertible Notes, unless and until we have obtained such requisite stockholder approval to issue shares of Common Stock in excess of the Exchange Cap to Yorkville under the SEPA and upon conversion of the Convertible Notes in accordance with applicable Nasdaq rules.

In addition to the Exchange Cap discussed above, we may not issue or sell any shares of Common Stock to Yorkville under the SEPA or upon conversion of the Convertible Notes, which, when aggregated with all other shares of Common Stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to the Exchange Act), would result in Yorkville beneficially owning more than 9.99% of our outstanding shares of Common Stock.

~~own~~Termination ~~a number~~ of ~~common shares which would exceed 4.99% or, at their election, 9.99%, of our common shares following such exercise, excluding for purposes of such determination common shares issuable upon exercise of~~ the ~~Warrants~~SEPA ~~which have not been exercised. The number of common shares in the fourth column below does not reflect this limitation.~~

	Selling Stockholder Information:
Selling Stockholders(1)	Common Stock Owned Immediately Prior to this Offering(2)		Common Stock and PFW Shares Being Offered for Resale Under this Prospectus(3)		Common Warrant Shares Being Offered for Resale Under this Prospectus(4)		Number of Shares Beneficially Owned After Sale of Common Stock PFW Shares and Warrant Shares(5)		Percentage of Outstanding Shares of Common Stock Beneficially Owned Immediately Following the Sale of Common Stock and Warrant Shares(6)
2024 Selling Stockholders
Anson East Master Fund LP(7)		—		26,526		668,424		—		—
Anson Investments Master Fund LP(8)		—		94,045		2,369,796		—		—
Bigger Capital Fund, LP(9)		—		120,570		3,038,219		—		—
District 2 Capital Fund LP(10)		8,694		80,380		2,025,479		8,694		*
L1 Capital Global Opportunities Master Fund(11)		—		120,570		3,038,219		—		—
Sabby Volatility Warrant Master Fund, Ltd.(12)		154,855		200,949		5,063,672		154,855		*
Total		163,549		643,040		16,203,809		163,549		*

The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA or (ii) the date on which we shall have made full payment of Advances pursuant to the SEPA. We have the right to terminate the SEPA at no cost or penalty upon five trading days’ prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of Common Stock need to be issued and we have paid all amounts owed to Yorkville under the Convertible Notes. We and Yorkville may also agree to terminate the SEPA by mutual written consent. Neither we nor Yorkville may assign or transfer any of our or their respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties.

Restrictions and Right of First Refusal

*Until the Convertible Notes have been repaid in full, pursuant to the SEPA, the Company may not (i) repay any loans to any of our executives or employees or make any payments in respect of any related party debt except as expressly provided in the SEPA, (ii) effect or enter into an agreement to effect any issuance by us or any of our subsidiaries of any shares of Common Stock or any security which entitles the holder thereof to acquire shares of Common Stock involving a Variable Rate Transaction (as defined in the SEPA), other than with Yorkville, (iii) effect any reverse stock split or share consolidation, or (iv) directly or indirectly enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness or Lien (each as defined in the SEPA) other than Permitted Indebtedness or Permitted Liens (each as defined in the SEPA). Such Variable Rate Transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the Common Stock after the date of issuance, or us effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which we may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price.

~~Represents~~For ~~less~~a ~~than~~period 1%of six months following the date upon which the Convertible Notes have been repaid in full, we may not enter into or effect any Variable Rate Transaction without first providing written notice to Yorkville of our intention to enter into or effect such transaction, which notice will set forth the material terms of such transaction. Upon receipt of such notice, Yorkville will have five business days from its receipt to

The principal business address and address for notice to the Selling Stockholders is the address set forth in our books and records.

This includes, for each Selling Stockholder, any shares of Common Stock beneficially owned by such holder acquired in one or more transactions separate from and unrelated to the holder’s ownership of any of our Common Stock.

This includes, for each Selling Stockholder, PIPE Common Stock shares and PIPE PFW Shares being sold hereunder.

This includes, for each Selling Stockholder, the maximum amount of Common Stock that can be issued upon exercise of the Warrants after factoring in the anti-dilution feature.

Assumes the Selling Stockholders sell all of the Resale Shares being offered by this prospectus.

Percentage calculated based upon the assumption that the Selling Stockholders sell all of the Resale Shares offered by this prospectus.

Based on information provided by Anson East Master Fund LP, Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson East Master Fund LP (“Anson”), hold voting and dispositive power over the securities which include 15,267 shares of Common Stock, 11,259 Pre-Funded Warrants, and 668,424 Common Warrants held by Anson. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein.

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~~THE~~confirm ~~SELLING~~to ~~STOCKHOLDERS~~us whether it will participate in such transaction in accordance with the terms set forth in the notice (the “Right of First Refusal”). If Yorkville exercises the Right of First Refusal within 10 business days from such exercise, we and Yorkville will enter into binding documentation in form and substance consistent with the notice for such transaction and otherwise mutually acceptable to both Yorkville and us. If Yorkville declines to exercise the Right of First Refusal or fails to exercise the Right of First Refusal within the allotted timeframe, we are permitted to enter into such transaction with a third party. The Right of First Refusal survives any termination of the SEPA provided that the Convertible Notes have not been repaid in full for six months.

Yorkville has agreed that none of Yorkville, its sole member, any of their respective officers, or any entity managed or controlled by Yorkville or its sole member will engage in or effect, directly or indirectly, for its own account or for the account of any other of such persons or entities, any short sale of the Common Stock or hedging transaction that establishes a net short position in the Common Stock during the term of the SEPA.

8)Commitment and Structuring Fee

~~Based~~As onconsideration ~~information~~for ~~provided~~Yorkville’s bycommitment ~~Anson~~to ~~Investments~~purchase ~~Master~~Common ~~Fund LP,~~Stock ~~Anson~~at ~~Advisors~~our ~~Inc~~direction ~~and~~pursuant ~~Anson~~to ~~Funds~~the ~~Management LP~~SEPA, ~~the~~we ~~Co-Investment~~paid ~~Advisers~~to ofYorkville ~~Anson~~a ~~Investments~~cash ~~Master Fund LP (~~“~~Anson~~structuring fee”), ~~hold~~in ~~voting and dispositive power over~~ the ~~securities~~amount ~~which include 54,127 shares~~ of ~~Common Stock~~$25,000. ~~39,917~~In ~~Pre-Funded Warrants~~addition, ~~and~~we ~~2,369,796~~will ~~Common~~pay ~~Warrants~~Yorkville ~~held~~a bycommitment ~~Anson.~~fee ~~Tony~~of ~~Moore~~33,334 isshares ~~the managing member~~ of ~~Anson~~Common ~~Management~~Stock ~~GP LLC,~~ which amount is ~~the~~equal ~~general~~to ~~partner~~2.0% of ~~Anson~~the ~~Funds~~Commitment ~~Management~~Amount ~~LP.~~(the ~~Moez~~“Commitment ~~Kassam and Amin Nathoo are directors of Anson Advisors Inc~~Fee”). ~~Mr. Moore,~~The ~~Mr. Kassam~~Commitment ~~and~~Fee ~~Mr. Nathoo~~is ~~each~~equal ~~disclaim~~to ~~beneficial~~the ~~ownership~~number of ~~these~~shares of Common ~~Shares~~Stock ~~except~~equal to ~~the~~2.0% ~~extent~~ of ~~their~~the ~~pecuniary~~Commitment ~~interest~~Amount ~~therein.~~divided ~~The~~by ~~principal~~the ~~business~~Closing ~~address~~Price as of ~~Anson~~the istrading ~~Maples~~day ~~Corporate~~immediately ~~Services~~prior ~~Limited,~~to POthe ~~Box~~date ~~309,~~upon ~~Ugland~~which ~~House,~~the ~~Grand~~Commitment ~~Cayman,~~Fee ~~KY1-1104,~~became ~~Cayman Islands~~due.

Representations and Warranties

9)The SEPA and related agreements contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

~~Based~~Financial onAdvisor ~~information~~Fee provided by Bigger Capital Fund, LP, Michael Bigger is the controlling person of the securities which include 34,545 shares of Common Stock, 86,024 Pre-Funded Warrants and 3,038,219 Common Warrants held by Bigger Capital Fund, LP.

In connection with the transactions contemplated by the SEPA, we engaged Tungsten Advisors (“Tungsten”) as our financial advisor. As compensation for services rendered, we will pay Tungsten cash compensation equal to (i) 8.0% of the total proceeds we raise through any Pre-Paid Advance and (b) 4.0% of the total proceeds we raise through any Advance.

~~10)~~Effect of Sales of Our Common Stock under the SEPA on Our Stockholders

~~Based~~The onCommitment ~~information~~Shares ~~provided~~that we will issue, the Conversion Shares, and the Advance Shares issued or sold by ~~District~~us, 2or ~~Capital~~to ~~Fund LP~~be issued or sold by us, ~~Michael~~to ~~Bigger~~Yorkville isunder the ~~controlling~~SEPA ~~person~~that ofare being registered under the ~~securities~~Securities ~~which~~Act ~~include~~for 34resale by Yorkville in this offering are expected to be freely tradable. The Commitment Shares being registered for resale in this offering will be issued to Yorkville on April 30,~~546~~ ~~shares~~2026. The Conversion Shares being registered for resale in this offering may be issued and sold by us to Yorkville at the Conversion Price from time to time over a period of ~~Common~~18 months, ~~Stock~~which period may be extended by us, 45at our option,~~834~~ ~~Pre-Funded~~for ~~Warrants~~a period of six months on each of two occasions. The Advance Shares being registered for resale in this offering may be issued and sold by us to Yorkville from time to time over a period of up to 36 months, 2unless the SEPA is earlier terminated. The resale by Yorkville of a significant number of shares registered for resale in this offering at any given time,~~025,479~~ ~~Common~~or ~~Warrants~~the ~~and~~perception 8that these sales may occur,~~694~~ ~~warrants~~could cause the market price of our Common Stock to ~~purchase~~decline ~~common~~or ~~stock~~to ~~exercisable~~be ~~within~~highly ~~60 days~~volatile. Sales of ~~December 2~~Advance Shares, ~~2024~~if any, ~~held~~to Yorkville under the SEPA will depend upon market conditions and other factors to be determined by ~~District~~us. 2We ~~Capital~~may ~~Fund LP~~ultimately decide to sell to Yorkville all, some or none of the Advance Shares that may be available for us to sell to Yorkville pursuant to the SEPA.

If and when we do sell Advance Shares to Yorkville pursuant to the SEPA, after Yorkville has acquired such shares, Yorkville may resell all, some or none of such shares at any time or from time to time in its

~~11)~~20

~~Based~~ TABLE onOF information provided by L1 Capital Global Opportunities Master Fund, David Feldman and Joel Arber are the controlling persons of the securities which include 34,546 shares of Common Stock, 86,024 Pre-Funded Warrants, and 3,038,219 Common Warrants held by L1 Capital Global Opportunities Master Fund. CONTENTS

discretion and at different prices. As a result, investors who purchase shares from Yorkville in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Yorkville in this offering as a result of future sales made by us to Yorkville at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares of our Common Stock to Yorkville under the SEPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Yorkville may make it more difficult for us to sell equity or equity-related securities in the future at times and at prices that we might otherwise prefer.

~~12)~~Because the per share purchase price that Yorkville will pay for Advance Shares pursuant to any Advance that we may elect to effect pursuant to the SEPA will be determined by reference to the VWAP during the applicable period for such Advance on the date upon which such Advance Shares were purchased, as of the date of this prospectus, we cannot determine the actual purchase price per share that Yorkville will be required to pay for any Advance Shares that we may elect to sell to Yorkville under the SEPA after the Commencement Date and, therefore, we cannot be certain how many Advance Shares, in the aggregate, we may issue and sell to Yorkville under the SEPA after the Commencement Date.

~~Based~~As onof ~~information~~April 29, ~~provided~~2026, bythere ~~Sabby~~were ~~Volatility~~916,968 ~~Warrant~~shares ~~Master~~of ~~Fund,~~our ~~Ltd.,~~Common ~~Sabby~~Stock ~~Management~~outstanding, ~~LLC~~which isdoes not include the ~~investment~~33,334 ~~manager~~Commitment ofShares ~~Sabby~~that ~~Volatility~~will ~~Warrant~~be ~~Master~~issued ~~Fund~~to Yorkville on April 30, ~~Ltd~~2026. ~~and~~If ~~shares~~all ~~voting~~of ~~and~~the ~~investment~~1,533,334 ~~power~~shares ~~with~~offered ~~respect~~for toresale ~~these~~by ~~shares~~Yorkville inunder this ~~capacity.~~prospectus Aswere ~~manager~~issued and outstanding as of ~~Sabby~~the ~~Management,~~date ~~LLC~~hereof, ~~Hal~~such ~~Mintz~~shares ~~also~~would ~~shares~~represent ~~voting~~approximately ~~and~~167.2% ~~investment~~of ~~power~~the ontotal ~~behalf~~number of ~~Sabby~~our ~~Volatility~~shares ~~Warrant~~of ~~Master~~Common ~~Fund,~~Stock ~~Ltd.~~outstanding ~~Each~~as of ~~Sabby~~April 29, ~~Management~~2026, ~~LLC~~which ~~and~~total ~~Hal~~number ~~Mintz~~of ~~disclaims~~shares ~~beneficial~~outstanding ~~ownership~~does ~~over~~not ~~the~~include ~~securities~~15,872,258 ~~listed~~shares ~~except to the extent~~ of ~~their~~Common ~~pecuniary~~Stock ~~interest~~issuable ~~therein.~~upon ~~Sabby~~conversion ~~Volatility~~of ~~Warrant~~shares ~~Master~~of ~~Fund,~~our ~~Ltd.~~Series A ~~holds~~Non-Voting ~~200,949~~Convertible ~~Pre-Funded~~Preferred ~~Warrants~~Stock, ~~5,063,672~~Series B ~~Comon~~Non-Voting ~~Warrants~~Convertible ~~and~~Preferred ~~154~~Stock,~~855~~ ~~warrants~~and ~~to purchase common stock exercisable within 60~~Series ~~days~~C ofNon-Voting ~~December 2,~~Convertible ~~2024~~Preferred Stock.

Although the SEPA provides that we may sell up to $20.0 million of our Common Stock to Yorkville, only (i) 33,334 Commitment Shares, (ii) up to 750,000 Advance Shares, and (iii) up to 750,000 Conversion Shares are being registered under the Securities Act for resale by Yorkville under the initial Registration Statement that includes this prospectus. Depending on the market prices of our Common Stock on the dates on which we elect to sell Advance Shares to Yorkville under the SEPA, we may need to register under the Securities Act additional shares of our Common Stock for resale by Yorkville which, together with the 1,533,334 shares included in this prospectus, will enable us to issue and sell to Yorkville such aggregate number of shares of Common Stock under the SEPA as will be necessary in order for us to receive aggregate proceeds equal to Yorkville’s $20.0 million maximum aggregate purchase commitment available to us under the SEPA.

~~Relationship~~If it becomes necessary for us to issue and sell to the Selling Stockholder more shares than are being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to $20,000,000 under the SEPA, we must first (i) to the extent necessary, obtain stockholder approval prior to issuing shares of the Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, and (ii) file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling ~~Stockholders~~Stockholder of any such additional shares of our Common Stock, which registration statements the SEC must declare effective, in each case, before we may elect to sell any additional shares of our Common Stock to the Selling Stockholder under the SEPA. The number of shares of our Common Stock ultimately offered for resale by the Selling Stockholder depends upon the number of shares of Common Stock, if any, we ultimately sell to the Selling Stockholder under the SEPA.

~~Registration~~The ~~Rights~~number ~~Agreement~~of shares of Common Stock ultimately offered for resale by Yorkville through this prospectus is dependent upon the number of shares of Common Stock, if any, we elect to sell to Yorkville under the SEPA from and after the Commencement Date. The issuance of our Common Stock to Yorkville pursuant to the SEPA will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our Common Stock that our existing stockholders own will not decrease, the shares of our Common Stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our Common Stock after any such issuance.

Pursuant to the PIPE SPA, we agreed to (i) prepare and file with the SEC the registration statement of which this prospectus forms a part to permit the resale of the Resale Shares and (ii) subject to certain exceptions, to use reasonable best efforts to keep such registration statement effective under the Securities Act until (x) all Resale Shares the offer and resale of which are registered by the registration statement have been sold, transferred or otherwise disposed of by the Selling Stockholders, (y) the Resale Shares are sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act, or (z) the Resale Shares have become eligible for sale by the Selling Stockholders pursuant to Rule 144 without any restriction on the volume or manner of such sale and all restrictive legends and stop transfer instructions have been removed with respect to all book entries representing the Resale Shares. 21

We TABLE ~~have~~OF also agreed, among other things, to indemnify the Selling Stockholders and their officers, directors, members, employees and agents, successors and assigns, and any person who controls any of the Selling Stockholders (within the meaning of the Securities Act or the Exchange Act) from all losses and liabilities arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission of material fact in this prospectus or the registration statement of which this prospectus forms a part. CONTENTS

~~PIPE~~RISK ~~Series C~~FACTORS ~~and Series D Warrants~~

OnInvesting ~~November~~in our securities involves a high degree of risk. You should carefully consider the risks described below and those contained in our Annual Report on Form 10-K for the fiscal year ended December 2631, ~~2024~~2025, wewhich ~~entered~~is incorporated by reference into this prospectus, together with the ~~PIPE~~documents ~~SPA~~incorporated inby ~~connection~~reference ~~with~~into ~~which~~this prospectus and any prospectus supplement, as well as other information we ~~issued~~include toor ~~the~~incorporate ~~Selling~~by ~~Stockholders~~reference ~~our~~into ~~Series C~~this ~~Warrants~~prospectus, and ~~Series D~~any ~~Warrants.~~applicable ~~Each~~prospectus ~~Series C~~supplement, ~~Warrant~~before ~~has~~making an ~~initial~~investment ~~exercise~~decision. ~~price~~Our ~~per~~business, ~~share~~financial condition, results of ~~$15.675~~operations ~~and~~or ~~will~~business prospects could be ~~exercisable~~materially ~~beginning~~adversely onaffected by the ~~date~~materialization onor ~~which~~realization ~~Stockholder~~of ~~Approval~~any (of these risks as well as other risks about which we are not aware or which we do not presently deem material. The trading price of our securities could decline due to the materialization or realization of any of these risks, and you may lose all or part of your investment.

Risks Related to This Offering

It is not possible to predict the actual number of shares we will sell under the SEPA to Yorkville, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount set forth in the SEPA with Yorkville.

We generally have the right to control the timing and number of any sales of our shares of Common Stock to Yorkville under the SEPA. Sales of our Common Stock, if any, to Yorkville will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Yorkville all, some or none of the shares of our Common Stock that may be available for us to sell to Yorkville pursuant to the SEPA.

Because the per share purchase price that Yorkville will pay for the shares we may elect to sell pursuant to the SEPA, if any, will fluctuate based on the market prices of our Common Stock prior to each Advance made pursuant to the SEPA, as of the date of this prospectus, it is not possible for us to predict the number of shares of Common Stock that we will sell to Yorkville under the SEPA, the purchase price per share that Yorkville will pay for shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases, if any.

Although the SEPA provides that we may sell up to an aggregate of $20,000,000 of our Common Stock to Yorkville, only 1,533,334 shares of our Common Stock are being registered under the Securities Act for resale by Yorkville under the registration statement that includes this prospectus. If we elect to sell to Yorkville all of the 1,533,334 shares of Common Stock being registered for resale under this prospectus, depending on the market price of our Common Stock prior to each Advance made pursuant to the SEPA, the actual gross proceeds from the sale of all such shares may be substantially less than the $20,000,000 available to us under the SEPA, which could materially adversely affect our liquidity.

Unless there is a significant increase in the market price of our Common Stock, it will be necessary for us to issue and sell to Yorkville under the SEPA more than the 1,533,334 shares being registered for resale in order to receive aggregate gross proceeds equal to $20,000,000 under the SEPA, and we will be required to file with the SEC one or more additional registration statements to register under the Securities Act for resale by Yorkville any such additional shares we wish to sell from time to time under the SEPA, which registration statement must be declared effective by the SEC to permit sales of our Common Stock thereunder. Under applicable Nasdaq rules, in no event may we issue to Yorkville under the SEPA more than the Exchange Cap, unless we obtain stockholder approval to issue shares of Common Stock in excess of the Exchange Cap. Unless we obtain the approval of our stockholders for issuance of the requisite number of shares of our Common Stock, we may not receive the proceeds from the Second Convertible Note. Further, if more than 10% of the original aggregate balance of the Convertible Notes remains outstanding, we will not be able to require Yorkville to purchase our shares of Common Stock pursuant to the SEPA

We are not required or permitted to issue any shares of Common Stock under the SEPA if such issuance would breach our obligations under the rules or regulations of Nasdaq. In addition, Yorkville will not be required to, and may not, purchase any shares of our Common Stock if such sale would result in its beneficial ownership exceeding 9.99% of the then issued and outstanding Common Stock.

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~~THE~~Investors ~~SELLING~~who ~~STOCKHOLDERS~~buy shares of Common Stock at different times will likely pay different prices.

Pursuant to the SEPA, we control the timing and amount of any sales of Common Stock to Yorkville. If and when we do elect to sell shares of our Common Stock to Yorkville pursuant to the SEPA, Yorkville may resell all, some, or none of such shares in its discretion and at different prices, subject to the terms of the SEPA. As a result, investors who purchase shares from Yorkville in this offering at different times may experience different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Yorkville in this offering as a result of future sales made by us to Yorkville at prices lower than the prices such investors paid for their shares in this offering.

~~defined below) is received and deemed effective (the “Initial Exercise Date” or the “Stockholder Approval Date”).~~ The ~~Series C~~sale ~~Warrants will expire on the five-year anniversary of the Initial Exercise Date. Additionally, the Series C Warrants provide for an adjustment to the exercise price~~ and ~~number of shares underlying such the Series C Warrants upon the Company’s~~ issuance of ~~common~~our ~~shares~~Common orStock ~~common share equivalents at a price per share that is less than the exercise price of the Series C Warrants, subject~~ to aYorkville ~~floor price of $2.4882 per share (the “Floor Price”). The Series D Warrants have an initial exercise price per share of $15.675 and~~ will because ~~exercisable~~dilution beginning on the Initial Exercise Date. The Series D Warrants will expire two and one-half years after the Initial Exercise Date. Under an alternative cashless exchange provision in the Series D Warrants, holders thereof have the right to ~~receive~~our anstockholders ~~aggregate~~holding ~~number~~our of shares ~~equal~~at toeach ~~the~~time ~~product~~ of ~~(i) the~~such ~~aggregate~~sale ~~number of common shares that would be issuable upon a cash exercise of the Series D Warrants~~ and ~~(ii) 3.0. In addition~~issuance, onand the ~~11th~~sale ~~trading day following each~~ of ~~(i)~~ the ~~later~~shares of ~~(A) the~~Common ~~Stockholder~~Stock ~~Approval~~acquired ~~Date and (B) the Effective Date (as that term is defined in the PIPE SPA) and (ii) each subsequent date that a Registration Statement (as that term is defined in the PIPE SPA) is declared effective~~ by ~~the Securities and Exchange Commission~~Yorkville, ifor ~~any (each such trading day, a “Reset Date”),~~ the ~~Series C~~perception ~~Warrants~~that and the Series D Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date. Upon such ~~reset~~sales ofmay ~~the exercise price~~occur, ~~the~~could ~~number~~cause ~~of shares issuable under~~ the ~~Common Warrant shall be increased such that the aggregate exercise~~ price of ~~the~~our Common ~~Warrant~~Stock ~~shall~~to ~~remain unchanged following such reset~~fall.

~~The~~Yorkville ~~issuance~~can ofresell, ~~shares~~under ofthis ~~Common~~prospectus, ~~Stock~~up ~~upon~~to ~~exercise~~1,533,334 shares of ~~the~~ Common ~~Warrants~~Stock, isconsisting ~~subject~~of (i) up to ~~stockholder~~750,000 ~~approval~~Conversion ~~under~~Shares ~~applicable~~that ~~rules~~may ~~and~~be ~~regulations~~issued ofpursuant ~~The~~to ~~Nasdaq~~the ~~Stock~~Convertible ~~Market~~Notes, ~~LLC~~ (~~“Nasdaq”~~ii) 750,000 ~~(“Stockholder~~Advance ~~Approval”~~Shares ~~and~~that ~~the~~we ~~date~~may, onin ~~which~~our ~~Stockholder~~sole ~~Approval~~discretion, iselect ~~received~~to ~~and~~sell ~~deemed~~to ~~effective~~Yorkville, from time to time pursuant to the ~~“Stockholder~~SEPA; ~~Approval~~and ~~Date”~~(iii) 33,334 the Commitment Shares. The ~~Company~~price ~~intends~~of toour ~~hold~~Common aStock ~~shareholder~~could ~~meeting~~decline in reaction to ~~obtain~~sales ~~Stockholder~~of ~~Approval~~shares ~~within~~of ~~70 days~~our ~~following~~Common ~~the~~Stock ~~closing~~or ofif there is the ~~PIPE~~perception that these sales could occur.

AThe ~~holder~~purchase ofprice ~~Resale~~for ~~Securities~~the ~~will~~shares ~~not~~of ~~have~~Common ~~the~~Stock ~~right~~that towe ~~exercise~~may ~~any~~sell ~~portion~~to ofYorkville under the ~~Common~~SEPA ~~Warrants~~will orfluctuate ~~PIPE~~based ~~PFWs~~on if the ~~holder~~market ~~(together~~price ~~with~~of ~~its~~our ~~affiliates)~~Common ~~would~~Stock. ~~beneficially~~Depending ~~own~~on ina ~~excess~~number of ~~4.99% or 9.99%~~factors, asincluding ~~applicable~~market liquidity, ofsales ~~the number~~ of such shares of Common Stock ~~outstanding~~may ~~immediately~~cause ~~after giving effect to~~ the ~~exercise,~~trading asprice ~~such percentage ownership is determined in accordance with the terms~~ of ~~the~~our Common ~~Warrants~~Stock orto ~~the PIPE PFWs, respectively~~fall.

As of April 29, 2026, there were 916,968 shares of our Common Stock outstanding, which excludes the Commitment Shares to be issued to Yorkville as described in this prospectus. If all of the 1,533,334 shares offered for resale by Yorkville under this prospectus were issued and outstanding as of the date hereof, such shares would represent approximately 167.2% of the total number of outstanding shares of Common Stock as of April 29, 2026, which total number of shares outstanding does not include 15,872,258 shares of Common Stock issuable upon conversion of shares of our Series A Non-Voting Convertible Preferred Stock, Series B Non-Voting Convertible Preferred Stock, and Series C Non-Voting Convertible Preferred Stock.

~~23~~If and when we do sell shares of Common Stock to Yorkville, it may resell all, some, or none of those shares at its discretion, subject to the terms of the SEPA. Therefore, sales of Common Stock to Yorkville by us could result in substantial dilution to the interests of other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to Yorkville, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at desirable times and prices.

Our management team will have broad discretion over the use of the net proceeds from our sales of shares of Common Stock to Yorkville, if any, and you may not agree with how we use the proceeds; we may not use the proceeds effectively.

Our management team will have broad discretion as to the use of the net proceeds from our sales of shares of Common Stock to Yorkville, if any, and we could use such proceeds for purposes other than those contemplated at the commencement of this offering. Accordingly, you will be relying on the judgment of our management team with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows. See “Use of Proceeds.”

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USE OF PROCEEDS

Any sales of Common Stock by the Selling Stockholder pursuant to this prospectus will be solely for Selling Stockholder’s accounts. The Company will not receive any proceeds from any such sales.

Prior to the date of this prospectus, we received gross proceeds of $950,000 in connection with our sale and issuance to Yorkville of the First Convertible Note in the aggregate principal amount of $1,000,0000; and subject to the conditions set forth in the SEPA, we may receive up to an additional $4,750,000 in gross proceeds from the sale and issuance to Yorkville of the Second Convertible Note in the aggregate principal amount of $5,000,000. We may receive up to an additional $14.0 million aggregate gross proceeds under the SEPA from any sales of Advance Shares we make to Yorkville pursuant to the SEPA. The net proceeds from sales of the Advance Shares, if any, under the SEPA, will depend on the frequency and prices at which we sell the Advance Shares to Yorkville after the date of this prospectus. See the sections titled “The Standby Equity Purchase Agreement” and “Plan of Distribution” in this prospectus for more information.

The Selling Stockholder will pay any underwriting discounts, selling commissions and stock transfer taxes and fees incurred by such holder in connection with any sale of their shares of Common Stock. The Company will generally bear all other costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and independent registered public accountants.

The proceeds that we receive from the issuance of the Convertible Notes or otherwise under the SEPA are currently expected to be used for general corporate purposes, including working capital. Accordingly, we retain broad discretion over the use of the net proceeds from the sale of our Common Stock under the SEPA and from the issuance of Convertible Notes in accordance with the SEPA. We have no control over the amount and timing of any conversions of the Convertible Notes by the Selling Stockholder.

DIVIDEND POLICY

We have not paid any cash dividends on the Common Stock to date and do not intend to pay cash dividends. Any payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our Board of Directors at such time.

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DESCRIPTION OF SECURITIES

~~Description~~The following description of ~~Securities~~our ~~Being~~Common ~~Registered~~Stock and preferred stock, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of our Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, the Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc., as amended (the “Certificate of Incorporation”), the Amended and Restated Bylaws of TransCode Therapeutics, Inc., as amended, (the “Bylaws”), and by applicable law. The terms of our Common Stock and preferred stock may also be affected by Delaware law.

WeAuthorized ~~are~~Capital ~~registering the resale of (i) 173,033 shares of our common stock, par value $0.0001 per share, (“Common~~ Stock”) issued in a private placement of our securities (the “PIPE”), (ii) 470,007 shares of Common Stock (the “PIPE PFW Shares”) issuable upon exercise of pre-funded warrants (each, a “PIPE PFW”), (iii) up to 4,050,951 common shares underlying the Series C Common Warrants and (iv) up to 12,152,853 common shares underlying the Series D Common Warrants issued in the PIPE and issuable in connection with the Warrants.

Our authorized capital stock consists of 290 million shares of Common Stock, par value $0.0001 per share, and 10 million shares of preferred stock, par value $0.0001 per shar of which 1,242.0718 shares are designated as Series A Preferred Stock, 223.7337 shares are designated as Series B Preferred Stock, 1,214,204 shares are designated as Series C Preferred Stock, and 8,748,330.1946 shares are undesignated.

As of April 29, 2026, 916,968 shares of our Common Stock were outstanding and held by approximately 24 stockholders of record.

Common Stock

The ~~Company’s~~holders ~~Certificate~~ of ~~Incorporation,~~our asCommon ~~amended,~~Stock ~~authorizes~~are ~~the~~entitled ~~Company~~ to ~~issue~~one upvote for each share held on all matters submitted to ~~290,000,000~~a ~~shares~~vote of our stockholders. The holders of our Common Stock do not have any cumulative voting rights. Holders of our Common Stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our Common Stock ishas ~~traded~~no onpreemptive ~~The~~rights, ~~Nasdaq~~conversion ~~Capital~~rights ~~Market~~or ~~under~~other ~~the~~subscription ~~symbol~~rights ~~“RNAZ~~or redemption or sinking fund provisions.”

~~The~~In ~~terms~~the event of our liquidation, ~~rights~~dissolution or winding up, ~~preference~~holders of our Common Stock will be entitled to share ratably in all assets remaining after payment of all debts and ~~privileges~~other liabilities and any liquidation preference of ~~the~~any outstanding preferred stock. The shares of Common Stock ~~are~~to asbe ~~follows:~~issued by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable.

~~Voting~~Listing Rights. Each holder of Common Stock is entitled to one vote per share of Common Stock held on all matters submitted to a vote of the stockholders, including the election of directors. The Company’s certificate of incorporation and bylaws do not provide for cumulative voting rights.

~~Dividends. Subject~~Our ~~to preferences that may be applicable to any then-outstanding preferred stock, the holders of the Company’s outstanding shares of~~ Common Stock ~~are~~is ~~entitled~~traded toon ~~receive~~the ~~dividends,~~Nasdaq ifCapital ~~any,~~Market asunder ~~may be declared from time to time by~~ the ~~Company’s~~trading ~~Board~~symbol ~~of Directors out of legally available funds~~“RNAZ.”

~~Liquidation. In~~Transfer ~~the~~Agent event of the Company’s liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and ~~other~~Registrar ~~liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.~~

~~Rights~~The ~~and~~transfer ~~Preference. Holders~~agent ~~of the Company’s Common Stock have no preemptive, conversion or subscription rights,~~ and ~~there~~registrar isfor ~~no redemption or sinking fund provisions applicable to~~ our Common Stock. ~~The~~is ~~rights,~~VStock ~~preferences and privileges of the holders of Common Stock are subject to~~Transfer, ~~and may be adversely affected by, the rights of the holders of shares of any series of the Company’s preferred stock that are or may be issued~~LLC.

~~Fully~~Preferred ~~Paid and Nonassessable. All of the Company’s outstanding shares of Common~~ Stock ~~are fully paid and nonassessable.~~

~~Registration~~Our ~~Rights. Pursuant~~board toof ~~the~~directors ~~PIPE~~has ~~SPA~~the authority, wewithout ~~agreed~~further toaction ~~(i) prepare~~by ~~and~~our ~~file~~stockholders, ~~with~~to ~~the~~issue ~~SEC~~up ~~the~~to ~~registration~~8,784,330.1946 ~~statement~~additional shares of ~~which~~preferred ~~this~~stock ~~prospectus~~in ~~forms~~one aor ~~part~~more series and to ~~permit~~fix the ~~resale~~rights, ofpreferences, ~~the~~privileges ~~Resale~~and ~~Shares~~restrictions thereof. These rights, preferences and ~~(ii) subject~~privileges tocould ~~certain~~include ~~exceptions~~dividend rights, toconversion ~~use~~rights, ~~reasonable~~voting ~~best~~rights, ~~efforts~~terms toof ~~keep~~redemption, ~~such~~liquidation ~~registration~~preferences, ~~statement~~sinking ~~effective~~fund ~~under~~terms and the ~~Securities~~number ~~Act~~of ~~until~~shares ~~(x) all~~constituting, ~~Resale~~or ~~Shares~~ the ~~offer~~designation ~~and~~of, ~~resale~~such series, any or all of which ~~are~~may ~~registered~~be bygreater than the ~~registration~~rights ~~statement~~of ~~have~~Common ~~been~~Stock. ~~sold,~~The ~~transferred~~issuance orof ~~otherwise~~our ~~disposed~~preferred ofstock bycould adversely affect the ~~Selling~~voting ~~Stockholders,~~power ~~(y)~~ of holders of Common Stock and the ~~Resale~~likelihood ~~Shares~~that ~~are~~such ~~sold,~~holders ~~transferred~~will orreceive ~~otherwise~~dividend ~~disposed~~payments ofand ~~pursuant~~payments toif ~~Rule 144~~we ofliquidate. In addition, the ~~Securities~~issuance ~~Act,~~of orpreferred ~~(z)~~ stock could have the ~~Resale~~effect ~~Shares~~of ~~have~~delaying, ~~become~~deferring ~~eligible~~or ~~for~~preventing ~~sale~~a bychange ~~the~~in ~~Selling~~control ~~Stockholders~~of ~~pursuant~~our toCompany ~~Rule 144~~or ~~without~~other ~~any~~corporate ~~restriction~~action. onAs of the ~~volume~~date orof ~~manner~~this ofprospectus, ~~such~~we ~~sale~~had ~~and~~1,242.0717 ~~all~~shares ~~restrictive~~of ~~legends~~our ~~and~~Series A ~~stop~~Preferred ~~transfer~~Stock, ~~instructions~~223.7337 ~~have~~shares ~~been~~of ~~removed~~our ~~with~~Series B ~~respect~~Preferred toStock ~~all~~and ~~book~~1,214,204 ~~entries~~shares ~~representing~~of ~~the~~our ~~Resale~~Series C ~~Shares~~Preferred Stock outstanding.

~~Warrants Held by the Selling Stockholders~~ 25

Pre-Funded Warrants

The following is a summary of certain terms and provisions of the PIPE PFWs. This summary is not complete and is subject to, and qualified in its entirety by, the provisions of the PIPE PFW, the form of

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Description of ~~Securities~~Series A ~~Being~~Preferred ~~Registered~~Stock

Ranking

~~which~~The isSeries A ~~filed~~Preferred asStock anranks ~~exhibit~~on toparity ~~the~~with ~~registration statement of which this prospectus forms a part. Prospective investors should carefully review~~ the ~~terms~~Common ~~and~~Stock ~~provisions~~as ofto ~~the~~distributions ~~form~~ of ~~PIPE~~assets ~~PFW~~upon ~~for~~liquidation, adissolution ~~complete~~or ~~description~~winding-up of the ~~terms~~Company, ~~and~~whether ~~conditions~~voluntarily ofor ~~the PIPE PFWs~~involuntarily.

~~Duration~~Dividends and Exercise Price. Each PIPE PFW has an initial exercise price per share equal to $0.0001. The PIPE PFWs are immediately exercisable and may be exercised at any time. There is no expiration date for the PIPE PFWs. The exercise price and number of shares of common stock issuable upon exercise of the PIPE PFWs is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.

~~Exercisability. The~~If ~~PIPE~~the ~~PFWs are exercisable~~Company, at ~~the~~any ~~option~~time ofwhile ~~each~~any ~~holder,~~shares inof ~~whole~~Series A orPreferred inStock ~~part,~~are byoutstanding: ~~delivering~~(i) pays ~~to us~~ a ~~duly~~stock ~~executed~~dividend ~~exercise~~or ~~notice~~otherwise ~~accompanied~~makes bya ~~payment~~distribution inor ~~full~~distributions ~~for~~payable ~~the~~in ~~number of~~ shares of ~~our~~Common ~~common~~Stock ~~stock purchased upon such exercise~~ (~~except~~which, infor ~~the~~avoidance ~~case~~ of adoubt, ~~cashless~~shall ~~exercise~~not asinclude ~~discussed~~any ~~below).~~shares Aof ~~holder~~Common ~~(together~~Stock ~~with~~issued ~~its~~by ~~affiliates)~~the ~~may~~Company ~~not~~upon ~~exercise~~conversion ~~any portion~~ of the ~~PIPE~~Preferred ~~PFWs~~Stock) towith ~~the~~respect ~~extent~~to ~~that~~ the ~~holder~~then ~~would~~outstanding ~~own~~shares ~~more~~of ~~than~~Common ~~4.99%~~Stock; (~~or,~~ii) subdivides atoutstanding ~~the~~shares ~~election~~ of ~~the~~Common ~~holder~~Stock ~~prior~~into toa ~~the~~larger ~~issuance~~number of ~~any~~shares; ~~PIPE~~or ~~PFWs, 9.99%~~(iii) combines of(including ~~the~~by ~~outstanding~~way ~~shares~~ of ~~common~~a reverse stock ~~immediately~~split) ~~after~~outstanding ~~exercise.~~shares ~~Any~~of ~~holder~~Common ~~may~~Stock ~~increase~~into ~~such percentage~~a tosmaller ~~any percentage~~number ~~not~~of inshares, ~~excess~~then ofthe ~~9.99%~~Conversion ~~upon~~Ratio at(as ~~least~~defined ~~61 days’~~in ~~prior~~the ~~notice~~Certificate toof ~~us.~~Designation) Noshall ~~fractional~~be ~~shares~~multiplied ofby ~~common~~a ~~stock~~fraction ~~will~~of bewhich ~~issued~~the innumerator ~~connection~~shall ~~with~~be the ~~exercise~~number of ashares ~~PIPE~~of ~~PFW.~~Common InStock ~~lieu~~(excluding ofany ~~fractional~~treasury shares ofheld ~~common~~by ~~stock,~~the weCompany) ~~will~~outstanding ~~pay~~immediately ~~the~~after ~~holder~~such anevent ~~amount~~and inof ~~cash~~which ~~equal~~the todenominator shall be the ~~fractional~~number ~~amount~~of ~~multiplied~~shares byof ~~the~~Common ~~exercise~~Stock ~~price~~outstanding ofimmediately before such ~~PIPE~~event ~~PFW~~(excluding orany ~~round~~treasury upshares toheld by the ~~next whole share~~Company).

~~Cashless~~Each ~~Exercise. In~~holder ~~lieu~~ of ~~making~~Series A ~~the~~Preferred ~~cash~~Stock ~~payment~~is ofentitled ~~the~~to ~~aggregate~~receive ~~exercise~~dividends ~~price~~on ~~otherwise~~shares ~~contemplated~~of Series A Preferred Stock (on an as-if-converted-to-Common-Stock bebasis, ~~made~~without regard to usthe ~~upon~~Beneficial ~~such~~Ownership ~~exercise~~Limitation, as defined below) equal to and in the ~~holder~~same ~~may~~form, ~~elect~~and ~~instead~~in tothe ~~receive~~same ~~upon~~manner, ~~such~~as ~~exercise~~dividends (~~either~~other inthan ~~whole~~dividends oron inshares ~~part)~~of the ~~net~~Common ~~number~~Stock payable in the form of Common Stock) actually paid on shares of ~~common~~the ~~stock~~Common ~~determined~~Stock ~~according~~when tosuch adividends ~~formula~~are ~~set~~paid ~~forth~~on inshares of the ~~PIPE~~Common ~~PFWs~~Stock.

~~Fundamental~~Each ~~Transaction. In~~holder ~~the event~~ of aSeries A ~~fundamental~~Preferred ~~transaction,~~Stock asreceived ~~described~~a one-time payment-in-kind ~~the~~dividend ~~PIPE~~which ~~PFWs~~accrued ~~and~~at ~~generally~~a ~~including~~rate ~~any~~equal ~~reorganization,~~to recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 505% ofper ~~our~~annum ~~outstanding~~payable ~~shares~~in ~~of common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding~~ shares of ~~common~~Series A ~~stock,~~Preferred ~~the~~Stock ~~holders~~on ~~of the PIPE PFWs will be entitled to receive upon exercise of the PIPE PFWs the kind and amount of securities~~April 6, ~~cash or other property that the holders would have received had they exercised the PIPE PFWs immediately prior to such fundamental transaction~~2026.

~~Transferability. Subject~~Beneficial toOwnership ~~applicable~~Limitation ~~laws, a PIPE PFW may be transferred at the option of the holder upon surrender of the PIPE PFW to us together with the appropriate instruments of transfer.~~

NoUntil ~~Exchange~~the ~~Listing~~earliest to occur of (i) the Stockholder Approval, and (ii) the consummation by the Company of certain Fundamental Transactions (as defined in the Certificate of Designation), each holder of Series A Preferred Stock may hold a number of shares equal to no more than 9. We99% doof ~~not~~the ~~intend~~shares of Common Stock outstanding immediately prior to ~~list~~the Acquisition (the ~~PIPE~~“Beneficial ~~PFWs~~Ownership onLimitation”). ~~any~~Upon ~~securities~~receipt ~~exchange~~of the Stockholder Approval or ~~nationally~~the ~~recognized~~consummation ~~trading~~of ~~system~~a Fundamental Transaction (as defined in the Certificate of Designation), holders of Series A Preferred Stock may waive or change the Beneficial Ownership Limitation effective upon written notice to the Company; provided, that such notice must be delivered not less than sixty days prior to the effectiveness of such waiver or change.

NoConversion Rights as a Stockholder. Except as otherwise provided in the PIPE PFWs or by virtue of such holder’s ownership of shares of our common stock, the holders of the PIPE PFWs do not have the rights or privileges of holders of our common stock, including any voting rights.

If the Company’s stockholders approve the conversion of Series CA ~~Warrants~~Preferred Stock into Common Stock, each share of Series A Preferred Stock will be convertible by the holders of the Series A Preferred Stock into 10,000 shares of Common Stock, at any time and from time to time following 5:00 p.m. Eastern Time on the third business day after the receipt of the Stockholder Approval. The conversion of the Series A Preferred Stock into Common Stock is subject to certain limitations provided in the Certificate of Designation, including that prior to the Stockholder Approval, the Company will not be required to effect a conversion of the Series A Preferred Stock to the extent such conversion would cause the Company to violate Nasdaq Listing Rule 5635. In accordance with the Certificate of Designation, the Company intends to seek a waiver of the Beneficial Ownership Limitation from the holders of Series A Preferred Stock, effective upon receipt of the Stockholder Approval.

~~The~~Voting ~~following is a summary of certain terms~~ and ~~provisions~~Consent ofRights the Series C Warrants. This summary is not complete and is subject to, and qualified in its entirety by, the provisions of the Series C Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Series C Warrants for a complete description of the terms and conditions of the Series C Warrants.

~~Duration~~Except ~~and~~as ~~Exercise~~otherwise ~~Price. Each~~required ~~Series C~~by ~~Warrant~~law, ~~has~~the anSeries A ~~initial~~Preferred ~~exercise~~Stock ~~price~~does ~~per~~not ~~share~~have ~~equal~~voting ~~to $15~~rights.~~675.~~ ~~The~~However, ~~Series C~~as ~~Warrants~~long ~~may~~as ~~be exercised at~~ any ~~time~~shares ~~after Shareholder Approval for a period~~ of ~~five~~Series ~~years.~~A ~~The~~Preferred ~~exercise~~Stock ~~price~~are ~~and~~outstanding, ~~number~~we ofmay ~~shares~~not, ofwithout ~~common stock issuable upon exercise of~~ the ~~Series C~~affirmative vote

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Description of Securities Being Registered

Warrants is subject to appropriate adjustment in the event of (i) stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events, or (ii) upon any distributions of assets, including cash, stock or other property to our stockholders, or (iii) if, while the Series C Warrants are outstanding, the Company engages in any transaction involving the issuance or sale of shares of common stock or equivalent securities at an effective price per share less than the then exercise price of the Series C Warrants, subject to a floor price of $2.4882 per share. In addition, on the 11th trading day following each of (i) the later of (A) the Stockholder Approval Date and (B) the Effective Date (as that term is defined in the SPA) and (ii) each subsequent date that a Registration Statement (as that term is defined in the SPA) is declared effective by the Securities and Exchange Commission, if any (each such trading day, a “Reset Date”), the Series C Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date. Upon such reset of the exercise price, the number of shares issuable under the Series C Warrants shall be increased such that the aggregate exercise price of the Series C Warrants shall remain unchanged following such reset.

Exercise Limitation. A holder will not have the right to exercise any portion of the Series C Warrants if the holder (together with its affiliates and certain related parties) would beneficially own in excess of 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to that proposed exercise, as such percentage ownership is determined in accordance with the terms of the Series C Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.

Transferability. Subject to applicable laws, the Series C Warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. We do not intend to list the Series C Warrants on any securities exchange or nationally recognized trading system.

Fundamental Transactions. In the event of a fundamental transaction, as described in the Series C Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50% or more of the voting power represented by our outstanding Common Stock, the holders of the Series C Warrants will be entitled to receive upon exercise of the Series C Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Series C Warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. Except as otherwise provided in the Series C Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder of a Series C Warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the Series C Warrant.

Registration Rights. Pursuant to the PIPE SPA, we agreed to (i) prepare and file with the SEC the registration statement of which this prospectus forms a part to permit the resale of the Resale Shares and (ii) subject to certain exceptions, to use reasonable best efforts to keep such registration statement effective under the Securities Act until (x) all Resale Shares the offer and resale of which are registered by the registration statement have been sold, transferred or otherwise disposed of by the Selling Stockholders, (y) the Resale Shares are sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act, or (z) the Resale Shares have become eligible for sale by the Selling Stockholders pursuant to Rule 144 without any restriction on the volume or manner of such sale and all restrictive legends and stop transfer instructions have been removed with respect to all book entries representing the Resale Shares.

Governing Law. The Series C Warrants are governed by New York law.

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~~Description~~of the holders of ~~Securities~~a ~~Being~~majority ~~Registered~~of the then-outstanding shares of Series A Preferred Stock and Series B Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock and Series B Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Company’s Certificate of Incorporation or Bylaws, or file any articles of amendment, certificates of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock and Series B Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Charter or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue further shares of Series A Preferred Stock and Series B Preferred Stock, or increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock and Series B Preferred Stock, (iii) prior to the Stockholder Approval or at any time while at least 30% of the originally issued Series A Preferred Stock or Series B Preferred Stock, as applicable, remains issued and outstanding, consummate either: (A) any Fundamental Transaction or (B) any merger or consolidation of the Company with or into another entity or any stock sale to another entity, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction, or (iv) enter into any agreement with respect to any of the foregoing.

Cash Settlement

Upon the occurrence of the conditions set forth in Section 5.3 of the Repurchase Agreement, dated as of October 8, 2025, by and between the Company and DEFJ (the “Repurchase Agreement”), or if the Company fails to deliver to the holder of Series DA ~~Warrants~~Preferred Stock a certificate or certificates representing shares of Common Stock, or electronically deliver such shares, (i) on or prior to the third trading day after the applicable Share Delivery Date (as defined in the Certificate of Designation), or (ii) April 8, 2027, then, unless the holder of Series A Preferred Stock has rescinded the applicable Notice of Conversion, the Company will, at the request of the holder of Series A Preferred Stock, pay an amount equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares, with such payment to be made within two business days from the date of request by such holder, whereupon the Company’s obligations to deliver such shares underlying the Notice of Conversion (as defined in the Certificate of Designation) shall be extinguished upon payment in full of the Fair Value of such undelivered shares; provided, however that such request shall be presumed to have been duly and properly made by such holder if Stockholder Approval with respect to the Series A Preferred Stock shall not have been obtained prior to the date on which the Notice of Conversion is delivered to the Company. The cash settlement provisions set forth in the Certificate of Designation shall be available irrespective of the reason for the Company’s failure to timely deliver the applicable shares of Common Stock including due to the lack of obtaining the Stockholder Approval with respect to the Series A Preferred Stock.

~~The~~Designation following is a summary of certain terms and provisions of the Series D Warrants. This summary is not complete and is subject to, and qualified in its entirety by, the provisions of the Series D Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Series D Warrants for a complete description of the terms and conditions of the Series D Warrants.

~~Duration~~The ~~and~~Company ~~Exercise Price. Each Series D Warrant~~ has andesignated initial exercise price per share equal to $15.675. The Series D Warrants may be exercised at any time after Shareholder Approval for a period of two and one-half years. Under an alternative cashless exchange provision in the Series D Warrants1, holders thereof have the right to receive an aggregate number of shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the Series D Warrants and (ii) 3242.0.0718 In addition, on the 11th trading day following each of (i) the later of (A) the Stockholder Approval Date and (B) the Effective Date (as that term is defined in the SPA) and (ii) each subsequent date that a Registration Statement (as that term is defined in the SPA) is declared effective by the Securities and Exchange Commission, if any (each such trading day, a “Reset Date”). The exercise price and number of shares of ~~common stock issuable upon exercise of~~ the ~~Series D~~Company’s ~~Warrants~~preferred ~~is subject to appropriate adjustment in the event of (i)~~ stock ~~dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events, or (ii) upon any distributions of assets, including cash, stock or other property~~ to ~~our~~be ~~stockholders. In addition, on the 11th trading day following each of (i)~~Series ~~the later of (~~A~~) the~~ ~~Stockholder~~Preferred ~~Approval Date and (B) the Effective Date and (ii) each subsequent date that a Registration Statement is declared effective by the Securities and Exchange Commission~~Stock, ifpursuant ~~any, the Series D Warrants contain a reset of the exercise price~~ to ~~a price equal to~~ the ~~lesser~~Certificate of ~~(i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date~~Designation. Upon such reset of the exercise price, the number of shares issuable under the Series D Warrants shall be increased such that the aggregate exercise price of the Series D Warrants shall remain unchanged following such reset.

~~Exercise~~Description ~~Limitation. A holder will not have the right to exercise any portion~~ of ~~the~~ Series DB ~~Warrants~~Preferred ~~if the holder (together with its affiliates and certain related parties) would beneficially own in excess of 4.99% of the number of shares of our Common~~ Stock outstanding immediately after giving effect to that proposed exercise, as such percentage ownership is determined in accordance with the terms of the Series D Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.

~~Transferability. Subject~~Ranking ~~to applicable laws, the Series D Warrants may be offered for sale, sold, transferred or assigned without our consent.~~

~~Exchange~~The ~~Listing. We~~Series B doPreferred ~~not~~Stock ~~intend~~ranks toon ~~list~~parity with the ~~Series D~~Common ~~Warrants~~Stock onas ~~any~~to ~~securities~~distributions ~~exchange~~of assets upon liquidation, dissolution or ~~nationally~~winding-up ~~recognized~~of ~~trading~~the ~~system~~Company, whether voluntarily or involuntarily.

~~Fundamental~~Dividends Transactions. In the event of a fundamental transaction, as described in the Series D Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50% or more of the voting power represented by our outstanding Common Stock, the holders of the Series D Warrants will be entitled to receive upon exercise of the Series D Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Series D Warrants immediately prior to such fundamental transaction.

~~Rights~~If asthe aCompany, ~~Stockholder. Except~~at asany ~~otherwise~~time ~~provided~~while inany ~~the~~shares of Series DB ~~Warrants~~Preferred Stock are outstanding: (i) pays a stock dividend or byotherwise ~~virtue~~makes a distribution or distributions payable in shares of ~~such~~Common ~~holder’s~~Stock ~~ownership~~(which, for avoidance of doubt, shall not include any shares of ~~our~~ Common Stock, issued by the ~~holder~~Company upon conversion of athe ~~Series D~~Preferred ~~Warrant~~Stock) ~~does~~with ~~not~~respect ~~have~~to the then outstanding shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; or (iii) combines

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~~Description~~(including by way of ~~Securities~~a ~~Being~~reverse ~~Registered~~stock split) outstanding shares of Common Stock into a smaller number of shares, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares held by the Company) outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares held by the Company).

Each holder of Series B Preferred Stock is entitled to receive dividends on shares of Series B Preferred Stock (on an as-if-converted-to-Common-Stock basis, without regard to the Beneficial Ownership Limitation) equal to and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when such dividends are paid on shares of the Common Stock.

~~rights~~Beneficial orOwnership ~~privileges~~Limitation ~~of a holder of our Common Stock, including any voting rights, until the holder exercises the Series D Warrant.~~

~~Registration~~Until ~~Rights. Pursuant to~~ the ~~PIPE~~earliest ~~SPA,~~to weoccur ~~agreed~~of to (i) ~~prepare~~the ~~and~~Stockholder ~~file~~Approval, ~~with~~and (ii) the ~~SEC~~consummation by the ~~registration~~Company ~~statement~~ of ~~which~~certain ~~this~~Fundamental ~~prospectus~~Transactions, ~~forms~~each aholder ~~part~~of toSeries B ~~permit~~Preferred ~~the~~Stock ~~resale~~may ofhold ~~the~~a ~~Resale~~number ~~Shares~~of ~~and (ii)~~shares ~~subject~~equal to ~~certain~~no ~~exceptions,~~more tothan ~~use~~9.99% ~~reasonable~~of ~~best~~the ~~efforts~~shares toof ~~keep~~Common ~~such~~Stock ~~registration~~outstanding ~~statement~~immediately ~~effective~~prior ~~under~~to the ~~Securities~~Acquisition. ~~Act~~Upon ~~until~~receipt ~~(x) all Resale Shares the offer and resale~~ of ~~which is registered by~~ the ~~registration~~Stockholder ~~statement~~Approval ~~have been sold, transferred~~ or ~~otherwise~~the ~~disposed~~consummation of bya ~~the~~Fundamental ~~Selling Stockholders~~Transaction, ~~(y) the~~holders ~~Resale Shares are sold, transferred or otherwise disposed~~ of ~~pursuant to Rule~~Series ~~144~~B ofPreferred ~~the~~Stock ~~Securities~~may ~~Act,~~waive or ~~(z)~~ change the ~~Resale~~Beneficial ~~Shares~~Ownership ~~have~~Limitation ~~become~~effective ~~eligible~~upon ~~for~~written ~~sale~~notice ~~by the Selling Stockholders pursuant~~ to ~~Rule 144 without any restriction on~~ the ~~volume~~Company; orprovided, ~~manner~~that of such ~~sale~~notice ~~and~~must ~~all~~be ~~restrictive~~delivered ~~legends~~not ~~and~~less ~~stop~~than ~~transfer~~sixty ~~instructions~~days ~~have~~prior ~~been removed with respect~~ to ~~all~~the ~~book~~effectiveness ~~entries~~of ~~representing~~such ~~the~~waiver ~~Resale~~or ~~Shares~~change.

~~Governing~~Conversion ~~Law. The Series D Warrants are governed by New York law.~~

If the Company’s stockholders approve the conversion of Series B Preferred Stock into Common Stock, each share of Series B Preferred Stock will be convertible by the holders of the Series B Preferred Stock into 10,000 shares of Common Stock, at any time and from time to time following the earliest to occur of (i) April 8, 2026, (ii) the effectiveness date of a registration statement covering the resale of the Common Stock issuable upon conversion of the Series B Preferred Stock, and (iii) 5:00 p.m. Eastern Time on the third business day after the date that the Stockholder Approval is obtained, in each case at the option of the holder of Series B Preferred Stock. The conversion of the Series B Preferred Stock into Common Stock is subject to certain limitations provided in the Certificate of Designation, including that prior to the Stockholder Approval, the Company will not be required to effect a conversion of the Series B Preferred Stock to the extent such conversion would cause the Company to violate Nasdaq Listing Rule 5635. In accordance with the Certificate of Designation, the Company intends to seek a waiver of the Beneficial Ownership Limitation from the holders of Series B Preferred Stock, effective upon receipt of the Stockholder Approval.

Voting and Consent Rights

Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, we may not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock and Series B Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock and Series B Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or the Bylaws, or file any articles of amendment, certificates of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock and Series B Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Charter or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue further shares of Series A Preferred Stock and Series B Preferred Stock, or increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock and Series B Preferred Stock, (iii) prior to the Stockholder Approval or at any time while at least 30% of the originally issued Series A Preferred Stock or Series B Preferred Stock, as applicable, remains issued and outstanding, consummate either: (A) any Fundamental Transaction or (B) any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which the stockholders of the Company immediately

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Certain U.S. Federal Income Tax Considerations

The following discussion summarizes certain U.S. federal income tax considerations of the acquisition, ownership and disposition of the Common Stock offered by this prospectus but does not purport to be a complete analysis of all potential tax effects. This discussion does not address effects of other U.S. federal tax laws, such as estate and gift tax laws, or of state, local, non-U.S. or other tax considerations that may be relevant to a purchaser or holder of the Common Stock in light of their particular circumstances. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case as of the date hereof. These authorities may change, possibly with retroactive effect, or may be subject to differing interpretations that may adversely affect a holder of the Common Stock. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the acquisition, ownership and disposition of the Common Stock.

This discussion is limited to holders that hold the Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally property held for investment). This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to a holder in light of its particular circumstances, including the impact of the alternative minimum tax and of the Medicare contribution tax on net investment income. In addition, it does not address consequences for holders subject to special rules, including without limitation:

➢

U.S. expatriates and former citizens or long-term residents of the United States;

➢

persons holding the Common Stock as part of a hedge, straddle, conversion, or other integrated transaction;

➢

banks, insurance companies, and other financial institutions;

➢

brokers, dealers or traders in securities;

➢

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings

➢

to avoid U.S. federal income tax;

➢

S corporations or entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (and investors therein);

➢

tax-exempt organizations or governmental organizations;

➢

real estate investment trusts or regulated investment companies;

➢

U.S. persons whose functional currency is not the U.S. dollar;

➢

persons subject to special tax accounting rules;

➢

persons who hold or receive the Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation;

➢

persons deemed to sell our Common Stock under the constructive sale provisions of the Code;

➢

tax-qualified retirement plans, individual retirement accounts or other tax-deferred accounts; and

➢

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the Common Stock, the U.S. federal income tax treatment of a partner of that partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding the Common Stock, you should consult your tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the Common Stock.

This discussion is for information purposes only and is not tax advice. You should consult your own independent tax advisor concerning the application of the U.S. federal income tax laws to your particular circumstances as

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~~Certain~~before ~~U.S.~~such ~~Federal~~transaction ~~Income~~do ~~Tax~~not ~~Considerations~~hold at least a majority of the capital stock of the Company immediately after such transaction, or (iv) enter into any agreement with respect to any of the foregoing.

Cash Settlement

~~well~~Upon asthe ~~any~~occurrence ~~tax~~of ~~consequences~~the ~~for~~conditions set forth in section 5.3 of the ~~acquisition~~Repurchase Agreement, ~~ownership~~or if the Company fails to deliver to the holder of Series B Preferred Stock a certificate or certificates representing shares of Common Stock, or ~~disposition~~electronically deliver such shares, on or prior to the third trading day after the applicable Share Delivery Date, then, unless the holder of Series B Preferred Stock has rescinded the ~~Common~~applicable Notice of Conversion, the Company will, at the request of the holder of Series B Preferred Stock, ~~arising~~pay ~~under~~an ~~other~~amount ~~U.S.~~equal ~~federal~~to ~~tax~~the ~~laws~~Fair ~~and~~Value of such undelivered shares, with such payment to be made within two business days from the ~~laws~~date of ~~any~~request ~~state~~by such holder, ~~local~~whereupon orthe ~~non-U~~Company’s obligations to deliver such shares underlying the Notice of Conversion shall be extinguished upon payment in full of the Fair Value of such undelivered shares; provided, however that such request shall be presumed to have been duly and properly made by such holder if Stockholder Approval with respect to the Series B Preferred Stock shall not have been obtained prior to the date on which the Notice of Conversion is delivered to the Company.S. ~~tax~~The ~~jurisdiction~~cash orsettlement ~~under~~provisions ~~any~~set forth in the Certificate of Designation shall be available irrespective of the reason for the Company’s failure to timely deliver the applicable ~~income~~shares ~~tax~~of ~~treaty~~Common Stock including due to the lack of obtaining the Stockholder Approval with respect to the Preferred Stock.

~~For~~Designation ~~purposes of this discussion, a “U.S. holder” is a beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is or is treated as:~~

➢The Company has designated 223.7337 shares of the Company’s preferred stock to be Series B Preferred Stock, pursuant to the Certificate of Designation.

anDescription ~~individual who is a citizen or resident~~ of ~~the~~Series C ~~United~~Preferred ~~States;~~Stock

Ranking

➢The Series C Preferred Stock ranks on parity with the Common Stock as to distributions of assets upon liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily.

aDividends ~~corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;~~

At any time while the Series C Preferred Stock is outstanding, holders of Series C Preferred Stock are entitled to receive dividends on shares of the Series C Non-Voting Preferred Stock (on an as-if-converted-to-Common-Stock basis, without regard to the Series C Beneficial Ownership Limitation (as defined below)) equal to and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock.

➢Beneficial Ownership Limitation

anUntil ~~estate~~the earliest to occur of (i) the ~~income~~Stockholder Approval, and (ii) the consummation by the Company of ~~which~~certain isFundamental ~~subject~~Transactions, each holder of Series C Preferred Stock may hold a number of shares equal to Uno more than 4.S99% of the shares of Common Stock outstanding immediately prior to the Licensing Agreement. ~~federal~~Upon ~~income~~receipt ~~taxation~~of ~~regardless~~the Stockholder Approval or the consummation of ~~its~~a ~~source~~Fundamental Transaction, holders of Series C Preferred Stock may waive or change the Beneficial Ownership Limitation effective upon written notice to the Company; provided, that such notice must be delivered not less than sixty days prior to the effectiveness of such waiver or change.

Conversion

➢Each share of Series C Preferred Stock will be convertible at the option of the holder thereof, at any time and from time to time following 5:00 p.m. Eastern Time on the third business day after the Stockholder Approval is received. Each share of Series C Preferred Stock will be convertible by the holders of the Series C Preferred Stock into an equal number of shares of Common Stock. The conversion of the Series C

29 a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 770 1(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

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APreferred ~~“non-U.S.~~Stock ~~holder”~~into Common Stock is ~~any~~subject ~~beneficial~~to ~~owner~~certain limitations provided in the Certificate of ~~our~~Designation ~~Common~~of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock (the “Series C Certificate of Designation”), including that isprior to the Stockholder Approval, the Company will not be required to effect a ~~U.S.~~conversion ~~holder~~of the Series C Preferred Stock to the extent such conversion would cause the Company to violate Nasdaq Listing Rule 5635.

~~U.S.~~Voting ~~Holders~~and Consent Rights

~~Distributions~~Except inas ~~General~~otherwise required by law, the Series C Preferred Stock does not have voting rights. However, as long as any shares of Series C Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series C Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Series C Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or the Bylaws of the Company, or file any articles of amendment, certificates of designation, preferences, limitations and relative rights of any series of Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series C Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, or (ii) issue further shares of Series C Preferred Stock, or increase or decrease (other than by conversion) the number of authorized shares of Series C Preferred Stock.

IfDesignation distributions are made with respect to the Common Stock, such distributions will be treated as dividends to the extent of our current or accumulated earnings and profits as determined under the Code. Subject to customary conditions and limitations, dividends will be eligible for the dividends-received deduction in the case of U.S. holders that are (or are treated for U.S. federal income tax purposes) as corporations. Dividends paid to non-corporate U.S. holders generally will qualify for taxation at preferential rates if those holders meet certain holding period and other applicable requirements. Dividends received by non-corporate U.S. holders may also be subject to the additional 3.8% tax on net investment income. Any portion of a distribution that exceeds our current and accumulated earnings and profits will first be applied to reduce a U.S. holder’s tax basis in the Common Stock, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s tax basis in its shares will be taxable as gain from the disposition of the Common Stock, the tax treatment of which is discussed below.

~~Extraordinary~~The ~~Dividends~~Company has designated 1,214,204 shares of the Company’s preferred stock to be Series C Preferred Stock, pursuant to the Series C Certificate of Designation.

Dividends that exceed certain thresholds in relation to a U.S. holder’s tax basis in the Common Stock could be characterized as “extraordinary dividends” under Section 1059 of the Code. Corporate U.S. holders that have held our Common Stock for two years or less before the dividend announcement date and that receive an extraordinary dividend will generally be required to reduce their tax basis in the stock by the nontaxed portion of the dividend due to the dividendsAnti-~~received~~Takeover ~~deduction.~~Effects ~~If the amount~~ of reduction exceeds the U.S. holder’s tax basis in the stock, the excess will be taxable as gain from the disposition of the stock, the tax treatment of which is discussed below. Non-corporate U.S. holders that receive an extraordinary dividend will be required to treat any losses on the sale of our ~~Common~~Certificate ~~Stock as long-term capital losses to the extent~~ of ~~the~~Incorporation extraordinary dividends such U.S. holders receive that qualify for taxation as the preferential rates discussed above under “— Distributions in General.” U.S. holders are urged to consult their tax advisors with respect to the eligibility for and ~~amount~~Bylaws ~~of any dividend received deduction~~ and ~~the~~Delaware ~~application~~Law ~~of Section 1059 of the Code to any dividends they receive.~~

~~Disposition~~Our Certificate of ~~Common~~Incorporation ~~Stock~~and byBylaws ~~Sale~~include a number of provisions that may have the effect of delaying, ~~Exchange~~deferring or ~~Redemption~~preventing another party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include those described below.

~~Upon~~Board ~~any~~Composition sale or disposition (other than certain redemptions, as discussed below) of the Common Stock, a U.S. holder generally will recognize capital gain or loss equal to the difference between the amount realized by the U.S. holder and ~~the~~Filling ~~U.S.~~Vacancies ~~holder’s adjusted tax basis in the Common Stock. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the Common Stock is longer than~~

Our Certificate of Incorporation provides that directors may be removed only for cause and then only by the affirmative vote of the holders of at least two-thirds of the shares then entitled to vote at an election of directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum. The limitations on removal of directors and treatment of vacancies have the effect of making it more difficult for stockholders to change the composition of our board of directors.

No Written Consent of Stockholders

Our Certificate of Incorporation provides that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our Bylaws or removal of directors by our stockholders without holding a meeting of stockholders.

Meetings of Stockholders

Our Certificate of Incorporation and Bylaws provide that only a majority of the members of our board of directors then in office may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at that special meeting of stockholders.

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~~Certain~~Our ~~U.S.~~Bylaws ~~Federal~~limit ~~Income~~the ~~Tax~~business ~~Considerations~~that may be conducted at an annual meeting of stockholders to those matters brought before the meeting in conformance with our Bylaws.

Advance Notice Requirements

Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be considered. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our Bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Amendment to Certificate of Incorporation and Bylaws

Any amendment of our Certificate of Incorporation must first be approved by a majority of our board of directors, and if required by law or our Certificate of Incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to stockholder action, board composition, and limitation of liability must be approved by not less than two-thirds of the outstanding shares entitled to vote on the amendment, and not less than two-thirds of the outstanding shares of each class entitled to vote thereon as a class. Our Bylaws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the Bylaws; and may also be amended by the affirmative vote of a majority of the outstanding shares entitled to vote on the amendment, voting together as a single class, except that the amendment of the provisions relating to notice of stockholder business and nominations and special meetings must be approved by not less than two-thirds of the outstanding shares entitled to vote on the amendment, and not less than two-thirds of the outstanding shares of each class entitled to vote thereon as a class, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.

Undesignated Preferred Stock

Our Certificate of Incorporation provides for 10 million authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our Certificate of Incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of Common Stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

Choice of Forum

Pursuant to our Bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation and our Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or Bylaws or (v) any action asserting a claim that is governed by the internal

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affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein, or the Delaware Forum Provision. The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Unless we consent in writing to the selection of an alternate forum, the United States District Court for the District of Massachusetts shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or the Federal Forum Provision, as the address of our principal executive offices is in Boston, Massachusetts. These Forum Provisions may impose additional costs on stockholders, may limit our stockholders’ ability to bring a claim in a forum they find favorable, and the designated courts may reach different judgments or results than other courts. In addition, there is uncertainty as to whether the Federal Forum Provision will be enforced, which may impose additional costs on us and stockholders.

Section 203 of the Delaware General Corporation Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•

before the stockholder became an interested stockholder, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

one year. Non-corporate U.S. holders may be eligible for preferential tax rates on long-term capital gains but also may be subject to the additional 3.8% tax on net investment income. The deductibility of capital losses is subject to limitations. •

A upon ~~redemption~~consummation of the ~~Common~~transaction ~~Stock~~which ~~will~~resulted ~~be treated as a sale or exchange described~~ in the ~~preceding~~stockholder ~~paragraph~~becoming ifan ~~the~~interested ~~redemption~~stockholder, ~~based on~~ the ~~facts~~interested ~~and~~stockholder ~~circumstances,~~owned isat ~~treated~~least ~~for~~85% ~~U.S. federal income tax purposes as (i) a “complete termination”~~ of ~~your interest in~~ the ~~Common~~voting ~~Stock,~~stock ~~(ii) a “substantially disproportionate” redemption~~ of ~~your~~the ~~Common~~corporation ~~Stock~~outstanding, orexcluding ~~(iii) is~~for ~~“not~~purposes ~~essentially equivalent to a dividend”, each within the meaning~~ of ~~Section 302~~determining of the ~~Code.~~voting Instock ~~determining whether any of these tests has been met~~outstanding, ~~you~~shares ~~must~~owned ~~take~~by ~~into~~persons ~~account~~who ~~not~~are ~~only~~directors ~~the~~and ~~Common~~also ~~Stock~~officers, and ~~other~~employee ~~equity~~stock ~~interests~~plans, ~~that~~in ~~you~~some ~~actually~~instances, ~~own~~ but ~~also~~not ~~other~~the ~~equity~~outstanding ~~interests~~voting ~~that~~stock ~~you~~owned ~~constructively~~by ~~own~~the ~~under~~interested ~~U.S.~~stockholder; ~~federal~~or ~~income tax rules.~~

If you meet none of the alternative tests described above, the redemption will be treated as a distribution subject to the rules described under “— Distributions In General.” If a redemption of the Common Stock is treated as a distribution that is taxable as a dividend, you are urged to consult your tax advisor regarding the allocation of your tax basis as between the redeemed and remaining shares of Common Stock.

Information Reporting and Backup Withholding

We or an applicable withholding agent will report to our U.S. holders and the IRS the amount of dividends (including deemed dividends) paid during each year and the amount of any tax withheld with respect to the Common Stock. Certain non-corporate U.S. holders may be subject to U.S. backup withholding at a rate of 28% on payments of dividends on the Common Stock unless the holder furnishes the payor or its agent with a taxpayer identification number, certified under penalties of perjury, and certain other information or otherwise establishes an exemption from backup withholding. Backup withholding tax is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the U.S. holder timely furnishes the required information to the IRS.

Non-U.S. Holders

Distributions

If distributions are made with respect to the Common Stock, such distributions will be treated as dividends to the extent of our current or accumulated earnings and profits as determined under the Code and may be subject to withholding as discussed below. Any portion of a distribution that exceeds our current and accumulated earnings and profits will first be applied to reduce the Non-U.S. holder’s basis in the Common Stock, but not below zero. If the distribution exceeds our current and accumulated earnings and profits and the Non-U.S. holder’s basis, the excess will be treated as gain from the disposition of the Common Stock, the tax treatment of which is discussed below.

In addition, if we are classified as a U.S. real property holding corporation (a “USRPHC”) within the meaning of Section 897(c) of the Code and any distribution exceeds our current and accumulated earnings and profits, we will need to satisfy our withholding requirements either by (a) treating the entire distribution (even if in excess of earnings and profits) as a dividend subject to the withholding rules described below and withhold at a minimum rate of 15% or such lower rate as may be specified by an applicable income tax treaty for distributions from a USRPHC; or (b) treating (i) only the amount of the distribution equal to our reasonable estimate of our current and accumulated earnings and profits as a dividend subject to the withholding rules in the following paragraph; and (ii) the excess portion of the distribution as subject to withholding at a rate of 15% (or such lower rate as may be specified by an applicable income tax treaty), as if such excess were the result of a sale of shares in a USRPHC, with a credit generally allowed against the Non-U.S. holder’s U.S. federal income tax liability for the tax withheld from such excess. We believe that we currently are not a USRPHC, and we do not expect to become a USRPHC for the foreseeable future (see discussion of USRPHCs below under “— Disposition of Common Stock, Including Redemptions”).

Dividends (including amounts distributed by a USRPHC and subject to withholding as dividends per the preceding paragraph) paid to a Non-U.S. holder of the Common Stock will be subject to withholding of U.S.

~~31~~•

~~TABLE~~ at OFor ~~CONTENTS~~after the time the stockholder became an interested stockholder, the business combination was approved by our board of directors and authorized at an annual or special meeting of our stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Certain U.S. Federal Income Tax Considerations

~~federal~~Section 203 ~~income~~defines ~~tax at~~ a ~~30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are treated as being effectively connected with the conduct of a trade or~~ business bycombination ~~the Non-U.S. holder within the United States (and, where a tax treaty applies, are attributable~~ to ainclude: permanent establishment maintained by the Non-U.S. holder in the United States) are not subject to this withholding tax, provided that certain certification and disclosure requirements are satisfied including completing IRS Form W-8ECI (or other applicable form). Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if the Non-U.S. holder were a United States person (as defined under the Code), unless an applicable income tax treaty provides otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. holder of the Common Stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding for dividends, as discussed below, will be required to (i) complete IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits, or (ii) if the Common Stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable Treasury regulations. A Non-U.S. holder of the Common Stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the U.S. Internal Revenue Service. •

~~Disposition~~ any ofmerger ~~Common~~or ~~Stock,~~consolidation ~~Including~~involving ~~Redemptions~~the corporation and the interested stockholder;

Any gain realized by a Non-U.S. holder on the disposition of the Common Stock generally will not be subject to U.S. federal income or withholding tax unless:

➢

the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder in the United States (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the Non-U.S. holder in the United States);

➢•

~~the~~any ~~Non-U.S.~~sale, ~~holder~~transfer, islease, anpledge ~~individual~~or ~~who~~other isdisposition ~~present~~involving in10% ~~the United States for 183 days~~ or more inof the ~~taxable~~assets ~~year~~ of ~~disposition,~~the corporation and ~~certain~~the ~~other~~interested ~~conditions are met~~stockholder; or

➢•

wesubject ~~are~~to orexceptions, ~~have~~any ~~been~~transaction athat ~~USRPHC,~~results ~~as defined~~ in ~~Section 897(c) of~~ the ~~Code,~~issuance ~~and a Non-U.S. holder owned directly~~ or ~~pursuant~~transfer toby ~~applicable attribution rules at any time during~~ the ~~five-year~~corporation ~~period ending on the date~~ of ~~disposition~~any ~~more~~stock ~~than 5%~~ of the ~~Common~~corporation ~~Stock — assuming~~to ~~that~~ the ~~Common~~interested ~~Stock~~stockholder; ~~is regularly traded on an established securities market, within the meaning of Section 897(c)(3) of the Code.~~

A Non-U.S. holder described in the first bullet point immediately above will generally be subject to tax on the gain derived from the sale under regular graduated U.S. federal income tax rates in the same manner as if the Non-U.S. holder were a United States person as defined under the Code, and, if it is a corporation, may also be subject to branch profits tax equal of 30% (generally applicable to its effectively connected earnings and profits) or at such lower rate as may be specified by an applicable income tax treaty. •

~~An individual Non-U.S. holder described in the second bullet point immediately above will be~~ subject to aexceptions, ~~flat~~any ~~30%~~transaction ~~tax~~involving ~~(or~~the atcorporation ~~such~~that ~~reduced~~has ~~rate as may be provided by an applicable tax treaty) on~~ the ~~gain~~effect ~~derived~~of ~~from~~increasing the ~~sale,~~proportionate ~~which~~share ~~may~~of ~~be offset by U.S. source capital losses, even if~~ the ~~individual~~stock isof ~~not~~any ~~considered~~class aor ~~resident~~series of the ~~United~~corporation ~~States~~beneficially ~~for~~owned ~~U.S.~~by ~~federal~~the ~~income~~interested ~~tax~~stockholder; ~~purposes.~~and

A Non-U.S. holder described in the third bullet point above will be subject to U.S. federal income tax under regular graduated U.S. federal income tax rates with respect to the gain realized in the same manner as if the Non-U.S. holder were a United States person as defined under the Code. A corporation is a USRPHC if it is a U.S. corporation and the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are not a USRPHC for U.S. federal income tax purposes, and we do not expect to become a USRPHC for the foreseeable future. Our Common Stock will be listed on the NASDAQ Capital Market and we believe that, for as long as we continue to be so listed, our

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by that entity or person.

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~~Certain~~DETERMINATION ~~U.S.~~OF ~~Federal~~OFFERING ~~Income~~PRICE ~~Tax Considerations~~

We cannot determine in advance the price or prices at which the shares of Common Stock may be sold by the Selling Stockholders under this prospectus.

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SELLING STOCKHOLDER

This prospectus covers the resale by the Selling Stockholder of up to 1,533,334 shares of Common Stock that may be issued by us to the Selling Stockholder under SEPA. We are registering the shares of Common Stock included in this prospectus pursuant to the registration rights agreement we entered into with the Selling Stockholder in order to permit the Selling Stockholder to offer the shares included in this prospectus for resale from time to time. Except for the transactions contemplated by the SEPA, and as set forth in the section in this prospectus titled “Plan of Distribution,” the Selling Stockholder has not had any material relationship with us within the past three years.

The table below presents information regarding the Selling Stockholder and the shares of Common Stock that may be resold by the Selling Stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder and reflects holdings as of April 29, 2026. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered” represents all of the shares of Common Stock being offered for resale by the Selling Stockholder under this prospectus. The Selling Stockholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them, and we are not aware of any existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock being offered for resale by this prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Common Stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The percentage of shares of Common Stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate of 916,968 shares of our Common Stock outstanding on April 29, 2026. Because the purchase price to be paid by the Selling Stockholder for shares of Common Stock, if any, that we may elect to sell to the Selling Stockholder in one or more advances from time to time under the SEPA will fluctuate based on the market prices of our Common Stock, the actual number of shares of Common Stock that we may sell to the Selling Stockholder under the SEPA may be fewer than the number of shares being offered for resale under this prospectus. The fourth column assumes the resale by the Selling Stockholder of all of the shares of Common Stock being offered for resale pursuant to this prospectus.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the Selling Stockholder has sole voting and investment power with respect to all shares of Common Stock that it beneficially owns. Except as otherwise described below, based on the information provided to us by the Selling Stockholder, the Selling Stockholder is not a broker-dealer or an affiliate of a broker-dealer.

Name of Selling Stockholder

Number of Shares of
Common Stock
Beneficially Owned
Prior to Offering

Maximum Number of
Shares of Common
Stock to be Offered
Pursuant to this
Prospectus

Number of Shares of
Common Stock
Beneficially Owned
After Offering(3)

Number(1)

Percent(2)

Number

Percent

YA II PN, Ltd.(4)

33,334

3.6%

1,533,334

—

Common Stock will be treated as regularly traded on an established securities market. However, if we become a USRPHC and our Common Stock is regularly traded on an established securities market, a Non-U.S. holder generally will be subject to U.S. federal income tax on any gain from the disposition of such stock if such Non-U.S. holder has owned or is deemed to have owned more than 5% of our Common Stock, at any time within the shorter of the five-year period preceding the disposition or such holder’s holding period for such stock. (1)

If The ashares ~~Non-U.S.~~of ~~holder~~our isCommon ~~subject~~Stock tobeneficially ~~U.S.~~owned ~~federal~~by ~~income~~the ~~tax~~Selling onStockholder ~~any~~prior ~~sale,~~to ~~exchange~~this offering represent the 33,334 ~~redemption~~shares ~~(except~~of asCommon ~~discussed~~Stock ~~below)~~that we will issue to Yorkville on April 30, or2026 ~~other~~as ~~disposition~~Commitment ofShares in consideration for entering into the ~~Common~~SEPA ~~Stock~~with us on April 6, 2026, but excludes the ~~Non-U.S.~~Conversion ~~holder~~Shares ~~will~~into ~~recognize~~which ~~capital~~the ~~gain~~Convertible orNotes ~~loss~~(which ~~equal~~upon issuance are immediately convertible into Common Stock subject to the ~~difference~~terms ~~between~~of the ~~amount~~SEPA) ~~realized~~may be converted by the ~~Non-U.S.~~Selling ~~holder~~Stockholder at any time, subject to the Exchange Cap (for so long as it continues to apply) and the ~~Non-U.S.~~Beneficial ~~holder’s~~Ownership ~~adjusted~~Limitation ~~tax~~as ~~basis~~set forth in the ~~Common~~Convertible ~~Stock~~Notes. ~~Such~~In ~~capital~~accordance ~~gain~~with orRule ~~loss~~13d-3(d) ~~will~~under bethe ~~long-term~~Exchange ~~capital~~Act, ~~gain~~we orhave ~~loss~~excluded iffrom the ~~Non-U.S.~~number ~~holder’s~~of ~~holding~~shares ~~period~~beneficially ~~for~~owned ~~the~~prior ~~Common~~to ~~Stock~~the isoffering ~~longer~~all ~~than~~of ~~one~~the ~~year.~~Advance AShares ~~Non-U.S.~~that ~~holder~~Yorkville ~~should~~may ~~consult~~be ~~its~~required ~~own~~to ~~independent~~purchase ~~tax~~under ~~advisors~~the ~~with~~SEPA, ~~respect~~because tothe ~~applicable~~issuance ~~tax~~of ~~rates~~such ~~and~~shares ~~netting~~is ~~rules~~solely ~~for~~at ~~capital~~our ~~gains~~discretion and ~~losses.~~is ~~Certain~~subject ~~limitations~~to ~~exist~~conditions oncontained in the ~~deduction~~SEPA, the satisfaction of ~~capital~~which ~~losses~~are byentirely ~~both~~outside ~~corporate~~of Yorkville’s control, including the registration statement that includes this prospectus becoming and ~~non-corporate~~remaining ~~taxpayers~~effective. Furthermore, the Advance

If a Non-U.S. holder is subject to U.S. federal income tax on any disposition of the Common Stock, a redemption of shares of the Common Stock will be a taxable event. If the redemption is treated as a sale or exchange, instead of as a dividend, a Non-U.S. holder generally will recognize capital gain or loss, equal to the difference between the amount of cash received and fair market value of any property received and the Non-U.S. holder’s adjusted tax basis in the Common Stock redeemed (except that to the extent that any cash received is attributable to any accrued but unpaid dividends), and such capital gain or loss will be long-term capital gain or loss if the Non-U.S. holder’s holding period for such Common Stock exceeds one year,. A payment made in redemption of the Common Stock may be treated as a dividend (subject to taxation as discussed above under “— Disposition of Common Stock, Including Redemptions”), rather than as payment in exchange for the Common Stock, in the same circumstances discussed above under “— Disposition of Common Stock, Including Redemptions.” Each Non-U.S. holder of the Common Stock should consult its own independent tax advisors to determine whether a payment made in redemption of the Common Stock will be treated as a dividend or as payment in exchange for the Common Stock.

Information Reporting and Backup Withholding

We must annually report to the IRS and to each Non-U.S. holder the amount of dividends (including constructive dividends) paid to such Non-U.S. holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available under the provisions of an applicable tax treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides. U.S. backup withholding will generally apply to the payment of dividends to non-U.S. holders unless such non-U.S. holders furnish to the payor an IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) or otherwise establish an exemption.

Payment by a U.S. office of a broker of the proceeds of a sale of shares of our Common Stock is subject to both backup withholding and information reporting unless the non-U.S. holder, or beneficial owner thereof, as applicable, certifies that it is a non-U.S. holder on Form W-8BEN or Form W-8BEN-E (or other suitable substitute or successor form), or otherwise establishes an exemption. Subject to certain exceptions, backup withholding and information reporting generally will not apply to a payment of proceeds from the sale of shares of our Common Stock if such sale is effected through a foreign office of a broker, provided that the broker does not have certain U.S. connections. Any amount withheld under the backup withholding rules from a payment to a non-U.S. holder is allowable as a credit against such holder’s U.S. federal income tax liability (if any), which may entitle the holder to a refund if in excess of such liability, provided that the holder timely provides the required information to the IRS. Non-U.S. holders are urged to consult their own tax advisers regarding the application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury Regulations.

~~33~~34

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~~Certain~~Shares Uunder the SEPA are subject to certain agreed upon maximum amount limitations set forth in the SEPA.S As of the date of this prospectus, both the Convertible Notes and the SEPA contain provisions that prohibit us from issuing and selling any Advance Shares under the SEPA or issuing Conversion Shares upon conversion of the Convertible Notes to Yorkville, in the aggregate, in excess of the Exchange Cap, unless and until we obtain stockholder approval to do so (which stockholder approval we are seeking at our next stockholders meeting). ~~Federal~~Furthermore, ~~Income~~as ~~Tax~~of ~~Considerations~~the date of this prospectus, both the SEPA and the Convertible Notes prohibit us from issuing and selling any Advance Shares under the SEPA or issuing Conversion Shares upon conversion of the Convertible Notes to Yorkville, to the extent such Advance Shares and/or Conversion Shares (as applicable), when aggregated with all other shares of our Common Stock then beneficially owned by Yorkville would cause Yorkville’s beneficial ownership of our Common Stock to exceed the Beneficial Ownership Limitation.

(2)

Applicable percentage ownership is based on 916,968 shares of our Common Stock outstanding as of April 29, 2026.

~~Foreign Account Tax Compliance Act~~ (3)

~~Sections 1471~~ Assumes ~~to 1474 of~~ the ~~Code~~sale (such sections, and the Treasury Regulations and administrative guidance issued thereunder, commonly referred to as FATCA) impose a 30% U.S. withholding tax on certain “withholdable payments” made to a “foreign financial institution” or a “nonfinancial foreign entity.” “Withholdable payments” include payments of ~~dividends~~all ~~and the gross proceeds from a disposition of certain property (such as~~ shares of our Common Stock), ifbeing ~~such~~offered ~~disposition~~for ~~occurs~~resale ~~after~~pursuant December 31, 2018. In general, if a holder is a “foreign financial institution” (which includes investment entities such as hedge funds and private equity funds), the 30% withholding tax will apply to ~~withholdable~~this ~~payments made to such holder, unless such holder enters into an agreement with the U~~prospectus.S. Department of Treasury to collect and provide substantial information regarding its U.S. account holders, including certain account holders that are foreign entities with U.S. owners, and to withhold 30% on certain “pass-through payments.” If such holder is a “non-financial foreign entity,” FATCA also generally will impose a withholding tax of 30% on withholdable payments made to such holder unless the holder provides the withholding agent with a certification that it does not have any “substantial United States owners” or a certification identifying its direct and indirect substantial United States owners. Intergovernmental agreements between the United States and a holder’s resident country may modify some of the foregoing requirements.

Although withholding under FATCA would also have applied to payments of gross proceeds from the sale or other disposition of the Common Stock on or after January 1, 2019, Treasury Regulations proposed in late 2018 eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

We will not pay any additional amounts to holders of the Common Stock in respect of any amounts withheld. Non-U.S. holders should consult their own tax advisers with respect to the U.S. federal income tax consequences of FATCA on their ownership and disposition of shares of our Common Stock.

Documentation that holders provide in order to be treated as FATCA compliant may be reported to the IRS and other tax authorities, including information about a holder’s identity, its FATCA status and if applicable, its direct and indirect U.S. owners. Prospective investors should consult their tax advisers about how information reporting and the possible imposition of withholding tax under FATCA may apply to their investment in the Common Stock.

34(4)

~~TABLE~~ YA OFII ~~CONTENTS~~PN, Ltd. is a Cayman Island exempt company. All investment decisions for YA II PN, Ltd. are made by Mr. Mark Angelo. The business address of YA II PN, Ltd. is 1012 Springfield Avenue, Mountainside, NJ 07092.

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PLAN OF DISTRIBUTION

The ~~Selling~~shares ~~Stockholders,~~of ~~which~~Common asStock ~~used~~offered ~~herein~~by ~~includes~~this ~~donees,~~prospectus ~~pledgees,~~are ~~transferees~~being oroffered ~~other~~by ~~successors-in-interest selling Resale Shares or interests in Resale Shares received after~~ the ~~date~~Selling ofStockholder. ~~this~~The ~~prospectus from a~~ Selling Stockholder aswill aact ~~gift,~~independently ~~pledge,~~of ~~partnership~~us ~~distribution~~in ormaking ~~other~~decisions ~~transfer,~~with ~~may,~~respect ~~from time~~ to ~~time,~~the ~~sell~~timing, ~~transfer~~manner orand ~~otherwise~~size ~~dispose~~ of ~~any~~each orsale. ~~all~~The shares of ~~their~~Common ~~Resale~~Stock ~~Shares~~may orbe ~~interests~~sold inor ~~Resale~~distributed ~~Shares~~from ontime ~~any~~to ~~stock~~time ~~exchange,~~by ~~market~~the orSelling ~~trading~~Stockholder ~~facility~~directly onto ~~which~~one ~~the~~or ~~shares~~more ~~are~~purchasers ~~traded~~ or inthrough ~~private~~brokers, ~~transactions.~~dealers, ~~These~~or ~~dispositions~~underwriters who may beact atsolely ~~fixed~~as ~~prices~~agents, at ~~prevailing~~ market prices prevailing at the time of sale, at prices related to the prevailing market ~~price~~prices, at ~~varying~~negotiated prices, ~~determined~~or at fixed prices, which may be changed. The sale of the ~~time~~shares of ~~sale,~~Common Stock offered by this prospectus could be effected in one or atmore ~~negotiated~~of ~~prices.~~the following methods:

~~The Selling Stockholders may use any one or more of the following methods when disposing of shares or interests therein:~~ •

➢

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

➢•

~~block~~underwritten ~~trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction~~transactions;

➢•

block trades (which may involve a cross trade) in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

➢•

an exchange distribution in accordance with the rules of the applicable exchange;

➢•

privately negotiated transactions;

➢•

~~short~~in ~~sales~~transactions ~~effected~~through ~~after~~broker-dealers ~~the~~that ~~date~~agree with the ~~registration~~Selling ~~statement~~Stockholder ofto ~~which~~sell ~~this~~a ~~prospectus~~specified isnumber aof ~~part~~such issecurities ~~declared~~at ~~effective~~a bystipulated ~~the~~price ~~SEC~~per security;

➢•

through the distribution of shares by any Selling Stockholder to its partners, members or stockholders;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

➢•

~~broker-dealers may agree with the Selling Stockholders to sell~~ a ~~specified~~combination ~~number~~ of any such ~~shares~~methods atof ~~a stipulated price per share~~sale; or

➢•

aany ~~combination~~other ofmethod ~~any~~permitted ~~such~~pursuant ~~methods~~to ofapplicable ~~sale;~~law. ~~and~~

➢We will not receive any of the proceeds from the sale of the securities by the Selling Stockholder. The Selling Stockholder may sell the securities at prices then prevailing, related to the then prevailing market price or at negotiated prices. The offering price of the securities from time to time will be determined by the Selling Stockholder and, at the time of the determination, may be higher or lower than the market price of our securities on Nasdaq or any other exchange or market.

~~any~~In ~~other~~order ~~method~~to ~~permitted~~comply bywith the securities laws of certain states, if applicable, ~~law~~the shares of Common Stock may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of Common Stock may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Brokers, dealers, underwriters, or agents participating in the distribution of the shares of our Common Stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares of Common Stock sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our Common Stock sold by the Selling Stockholder may be less than or in excess of customary commissions. Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our Common Stock sold by the Selling Stockholder.

~~The~~We ~~Selling~~know ~~Stockholders may, from time to time, pledge or grant a security interest in some or all~~ of ~~the~~no ~~Resale~~existing ~~Shares~~arrangements ~~owned~~between ~~by them and, if they default in~~ the ~~performance~~Selling ofStockholder ~~their secured obligations, the pledgees~~ or ~~secured~~any ~~parties~~other ~~may~~stockholder, ~~offer and sell the Resale Shares~~broker, ~~from time to time~~dealer, ~~under this prospectus~~underwriter, or ~~under~~agent anrelating ~~amendment~~ to ~~this~~the ~~prospectus~~sale ~~under Rule 424(b)(3)~~ or ~~other~~distribution ~~applicable provision~~ of the ~~Securities~~shares ~~Act amending the list~~ of ~~Selling~~our ~~Stockholders~~Common toStock ~~include~~offered ~~the~~by ~~pledgee, transferee or other successor in interest as Selling Stockholders under~~ this prospectus. The Selling Stockholders also may transfer the Resale Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

InWe ~~connection with the sale of shares of our Common Stock or interests therein under this prospectus, the Selling Stockholders~~ may ~~enter~~from ~~into~~time hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of shares of our Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our Common Stock short and deliver these securities to ~~close~~time ~~out~~file ~~their short positions, or loan or pledge the shares to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions~~ with ~~broker-dealers or other financial institutions or~~ the ~~creation~~SEC of one or more ~~derivative~~supplements ~~securities which require the delivery~~ to ~~such broker-dealer or other financial institution of shares offered by~~ this prospectus, ~~which shares such broker-dealer~~ or ~~other~~amendments ~~financial~~to ~~institution~~the ~~may~~registration ~~resell~~statement ~~pursuant~~of towhich this prospectus ~~(as~~forms ~~supplemented~~a orpart ~~amended~~ to ~~reflect~~amend, ~~such~~supplement ~~transaction).~~or update

The aggregate proceeds to the Selling Stockholders from the sale of the Resale Shares offered by them will be the purchase price of the Resale Shares less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in

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PLAN OF DISTRIBUTION

whole or in part, any proposed purchase of Resale Shares to be made directly or through agents. We will not receive any of the proceeds from sales of Resale Shares effected by the Selling Stockholders.

The Selling Stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Resale Shares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the Resale Shares may be underwriting discounts and commissions under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices and offering prices, the names of any agents, broker-dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Resale Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states, the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the Selling Stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the Selling Stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (x) all Resale Shares the offer and resale of which are registered by the registration statement have been sold, transferred or otherwise disposed of by the Selling Stockholders, (y) the Resale Shares are sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act, or (z) the Resale Shares have become eligible for sale by the Selling Stockholders pursuant to Rule 144 without any restriction on the volume or manner of such sale and all restrictive legends and stop transfer instructions have been removed with respect to all book entries representing the Resale Shares.

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information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares of Common Stock offered by this prospectus by the Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of Common Stock by the Selling Stockholder, any compensation paid by the Selling Stockholder to any such brokers, dealers, underwriters or agents, and any other required information required to be disclosed under the Securities Act.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Common Stock covered by this prospectus by the Selling Stockholder.

As consideration for its irrevocable commitment to purchase our Common Stock under the SEPA, we will issue to the Selling Stockholder 33,334 shares of our Common Stock as “Commitment Shares” on April 30, 2026. In addition, we have paid the Selling Stockholder a structuring fee of $25,000.

We also have agreed to indemnify the Selling Stockholder against certain liabilities in connection with the offering of shares of our Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The Selling Stockholder has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Selling Stockholder specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

The Selling Stockholder has represented to us that at no time prior to the date of the SEPA has the Selling Stockholder or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. The Selling Stockholder has agreed that during the term of the SEPA, neither the Selling Stockholder nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

The Selling Stockholder is subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares of our Common Stock offered by this prospectus have been sold by the Selling Stockholder.

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LEGAL MATTERS

Certain legal matters will be passed upon for us by Goodwin Procter LLP. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

Our consolidated financial statements as of and for the years ended December 31, ~~2023~~2025 and ~~2022~~2024, ~~included~~ in ~~this~~our ~~Registration~~Annual ~~Statement~~Report oron ~~incorporated~~Form ~~herein~~10-K ~~by reference~~ have been audited by ~~Withum Smith~~WithumSmith+Brown, PC, independent registered public accounting firm, asand ~~stated~~included in ~~their~~such ~~report~~Annual ~~appearing~~Report and incorporated by reference herein orin ~~therein~~reliance upon the report (which report includes an explanatory paragraph about the existence of substantial doubt concerning ~~our~~the Company’s ability to continue as a going concern). ~~Such financial statements have been so included in reliance~~ upon the authority of said firm as experts in accounting and auditing.

~~WHERE~~The ~~YOU~~financial ~~CAN~~statements ~~FIND~~of ~~MORE~~ABCJ, ~~INFORMATION~~LLC as of and for the years ended December 31, 2024 and 2023, incorporated by reference in this prospectus have been audited by Deloitte Touche Tohmatsu, an independent auditor, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

WeLEGAL ~~have~~MATTERS filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Common Stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company and its Common Stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and, in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference.

WeThe ~~are~~validity ~~subject to the information reporting requirements~~ of the ~~Exchange~~securities ~~Act,~~being ~~and~~offered wehereby file periodic reports and other information with the SEC. These filings include our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements on Schedule 14A, as well as any amendments to those reports and proxy statements, which are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Our Internet website address is www.transcodetherapeutics.com. Our website and the information contained on, or that can be accessed through, the website will ~~not~~ be ~~deemed~~passed toupon ~~be incorporated~~ by ~~reference in~~Orrick, ~~and~~Herrington ~~are~~& ~~not~~Sutcliffe ~~considered part of, this prospectus~~LLP. You should not rely on any such information in making your decision whether to purchase our securities. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically with the SEC.

INCORPORATION BY REFERENCE; WHERE YOU CAN FIND MORE INFORMATION

The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information to you by referring you to these documents. The information incorporated by reference into this prospectus is an important part of this prospectus, and information that we file with the SEC after the date hereof will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that is not deemed filed under such provisions, after the date of this prospectus and prior to the termination of this offering:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026 and our Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on April 30, 2026;

~~37~~•

~~TABLE~~ our OFDefinitive ~~CONTENTS~~Proxy Statement on Schedule 14A (other than information furnished rather than filed), filed with the SEC on July 15, 2025;

~~INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE~~ •

~~The~~ our ~~SEC~~Current ~~allows~~Reports uson toForm ~~incorporate~~8-K ~~into this prospectus by reference the information~~ and ~~reports~~Form we8-K/A ~~file~~filed ~~with~~on itOctober 8, ~~which~~2025 ~~means~~(except ~~that~~for ~~we can disclose important information to you by referring you to these documents~~Item 7.01 ~~The~~therein) ~~information~~(as ~~incorporated~~amended byOctober 8, ~~reference~~2025, is an important part of this prospectus and information that we file after the date hereof with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents listed belowOctober 17, ~~which we have already filed with the SEC~~2025, and ~~any future filings we make with the SEC under Sections~~December ~~13(a)~~23, ~~13(c~~2025), 14October 27, or2025, ~~15(d)~~March 3, ~~of the Exchange Act~~2026, ~~except~~and ~~as to any portion of any future report or document that is not deemed filed under such provisions~~April 7, ~~after~~2026; ~~the date of this prospectus~~ and ~~prior to the termination of this offering:~~

➢

our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024;

➢•

the ~~information~~description ~~included~~of our Common Stock contained in our ~~Definitive~~registration ~~Proxy~~statement ~~Statement~~ on ~~Schedule 14A,~~Form 8-A filed with the SEC on ~~May~~April 2026, ~~2024~~2021, toas supplemented by the ~~extent~~description ~~incorporated~~of byour ~~reference~~Common ~~into~~Stock ~~Part~~contained in Exhibit ~~III~~4.1 ofto ~~the~~our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2023;~~2021, filed with the SEC on March 31, 2022, and any amendment or report filed for the purpose of updating such description.

➢

our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 15, 2024, for the quarter ended June 30, 2024, filed with the SEC on August 14, 2024, and for the quarter ended September 30, 2024, filed with the SEC on November 14, 2024;

➢

our Current Reports on Form 8-K filed with the SEC on January 8, 2024; January 16, 2024; January 22, 2024; January 31, 2024; April 5, 2024; April 23, 2024; May 10, 2024; May 15, 2024; June 7, 2024; June 14, 2024; July 24, 2024; August 16, 2024; August 28, 2024; September 27, 2024; November 6, 2024; November 25, 2024; November 29, 2024, and December 2, 2024; and

➢

the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on April 26, 2021, as supplemented by the description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, and any amendment or report filed with the SEC for the purpose of updating such description.

Pursuant to Rule 412 under the Securities Act, any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of the documents incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost, by writing to us at the following address: Investor Relations Department, TransCode Therapeutics, Inc., 6 Liberty Square, #2382, Boston, Massachusetts 02109. These filings may also be obtained through our website located at https://www.transcodetherapeutics.com. The reference to our website is intended to be an inactive textual reference and, except for the documents incorporated by reference as noted above, the information on, or accessible through, our website is not intended to be part of this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.

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~~TransCode~~prospectus ~~Therapeutics,~~but ~~Inc~~not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost, by writing to us at the following address:

~~173~~Investor Relations Department TransCode Therapeutics,~~033~~ ~~Shares~~Inc. 6 ofLiberty ~~Common~~Square, ~~Stock~~#2382 Boston, Massachusetts 02109

~~470~~These filings may also be obtained through our website located at https://www.transcodetherapeutics.com/. The reference to our website is intended to be an inactive textual reference and,~~007~~ ~~shares~~except offor ~~Common~~the ~~Stock~~documents ~~underlying~~incorporated by reference as noted above, the ~~Pre-Funded~~information ~~Warrants~~on, or accessible through, our website is not intended to be part of this prospectus.

UpYou should rely only on the information incorporated by reference or provided in this prospectus and any applicable accompanying prospectus supplement. We have not authorized anyone to ~~4,050,953~~provide ~~shares~~you with different information. You should not assume that the information in this prospectus or in the documents incorporated by reference into this prospectus is accurate as of ~~Common~~any ~~Stock~~date ~~underlying~~other than the ~~Series C~~date ~~Warrants~~on the front of this prospectus or of those documents.

UpWe toadvise ~~12,152,856~~that ~~shares~~there ofhave ~~Common~~been ~~Stock~~no ~~underlying~~material changes in our affairs that have occurred since the ~~Series D~~end ~~Warrants~~of the latest fiscal period for which audited financial statements were included in our latest Form 10-K that have not been described in a Form 10-Q or Form 8-K filed subsequently under the Exchange Act.

~~PROSPECTUS~~ 39

December , 2024

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Part II

Information not required in prospectus

Item 13. Other Expenses of Issuance and Distribution

	Amount to Be Paid
U.S. Securities and Exchange Commission registration fee		$	7,397.54
Legal fees and expenses		$	25,000
Accounting fees and expenses		$	25,000
Total		$	57,397.54

Item 14. Indemnification of Directors and Officers

Under the General Corporation Law of the State of Delaware (“DGCL”), a corporation may include provisions in its certificate of incorporation that will relieve its directors of monetary liability for breaches of their fiduciary duty to the corporation, except under certain circumstances, including a breach of the director’s duty of loyalty, acts or omissions of the director not in good faith or which involve intentional misconduct or a knowing violation of law, the approval of an improper payment of a dividend or an improper purchase by the corporation of stock or any transaction from which the director derived an improper personal benefit. The Company’s Amended and Restated Certificate of Incorporation eliminates the personal liability of directors to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director with certain limited exceptions set forth in the DGCL.

Section 145 of the DGCL grants to corporations the power to indemnify each officer and director against liabilities and expenses incurred by reason of the fact that he or she is or was an officer or director of the corporation if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Company’s Amended and Restated Certificate of Incorporation and Bylaws provide for indemnification of each officer and director of the Company to the fullest extent permitted by the DGCL. Section 145 also empowers corporations to purchase and maintain insurance on behalf of any person who is or was an officer or director of the corporation against liability asserted against or incurred by him in any such capacity, whether or not the corporation would have the power to indemnify such officer or director against such liability under the provisions of Section 145.

We have adopted provisions in our amended and restated certificate of incorporation and amended and restated bylaws to be in effect immediately prior to the completion of this offering that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to us or our stockholders; any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, our bylaws provide that:

➢

we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and

Up to 1,533,334 Shares of Common Stock

TRANSCODE THERAPEUTICS, INC.

PRELIMINARY PROSPECTUS

Neither we nor the Selling Stockholder has authorized any dealer, salesperson, or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or our affairs have not changed since the date of this prospectus.

, 2026

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➢

we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions.

We intend to enter into indemnification agreements with each of our directors, executive officers, and other officers as determined from time to time by our board of directors or our remuneration committee. These agreements will provide that we will indemnify each of our directors, officers with whom we have entered into indemnification agreements, and, at times, their affiliates to the fullest extent permitted by Delaware law.

We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for certain actions or proceedings arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third-parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we will agree in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third-parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.

We will maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Act.

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~~Part~~PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the fees and expenses in connection with the issuance and distribution of the securities being registered (excluding the underwriting discount and management fee). Except for the SEC registration fee, all amounts are estimates.

SEC registration fee	$	1,785.08
Legal fees and expenses	$	50,000.00
Accounting fees and expenses	$	21,500.00
Miscellaneous fees and expenses	$	6,714.92
Total	$	80,000.00

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.

We have adopted provisions in our Charter and Bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

•

any breach of the director’s duty of loyalty to us or our stockholders;

~~Item 15. Recent Sales of Unregistered Securities~~ •

In any ~~the~~act ~~three years~~or ~~preceding~~omission ~~the filing of this registration statement, we have issued the following securities that were~~ not ~~registered under the Securities Act. No underwriters were involved~~ in ~~the~~good ~~sales~~faith ~~and~~or ~~the~~that ~~certificates~~involves ~~representing~~intentional ~~the~~misconduct ~~securities~~or ~~sold~~a ~~and~~knowing ~~issued~~violation ~~contain legends restricting transfer~~ of ~~the~~law; ~~securities without registration under the Securities Act or an applicable exemption from registration.~~

(a)

In February 2023, in connection with an agreement we entered into with a consultant, we agreed to issue warrants to purchase up to 12,500 shares of common stock at $10.00 per share. These warrants are exercisable any time after six months from the effective date of the agreement (February 23, 2023) through the fifth anniversary thereof, subject to our right in our sole discretion exercisable not later than August 22, 2023, to reduce the number of warrants to 6,250. This right was exercised on May 31, 2023.

~~(b)~~•

Inany ~~February 2023,~~unlawful inpayments ~~connection~~related ~~with our registered direct offering, we issued as compensation~~ to ~~the~~dividends ~~placement~~or ~~agent~~unlawful instock ~~that transaction warrants to purchase up to 9~~purchases,~~962~~ ~~shares~~redemptions ofor ~~common~~other ~~stock~~distributions; ~~exercisable~~or ~~at $13.18 per share. These warrants are exercisable beginning six months after the closing of the offering and expire five years after issuance.~~

~~(c)~~•

Inany ~~December 2023, in connection with our registered direct offering, we issued as compensation to the placement agent in that~~ transaction ~~warrants~~from towhich ~~purchase up to 300,000 shares of common stock exercisable at $0.3025 per share. These warrants are exercisable immediately after~~ the ~~closing~~director ofderived ~~the~~an ~~offering~~improper ~~and~~personal ~~expire five years the date sales in the Offering commenced~~benefit.

~~(d)~~These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

OnIn ~~July 22~~addition, ~~2024,~~our weBylaws ~~entered~~provide ~~into~~that: a Placement Agency Agreement (the “Agreement”) with ThinkEquity LLC (the “Placement Agent”), pursuant to which, as part of its compensation for acting as placement agent, we issued to the Placement Agent, warrants to purchase 500,000 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable commencing January 18, 2025, expire July 22, 2029, and have an exercise price of $0.375 per share.

•

~~(e)~~•

~~On November 26, 2024,~~ we ~~entered~~will ~~into~~advance areasonable ~~Stock~~expenses, ~~Purchase~~including ~~Agreement~~attorneys’ ~~(the~~fees, ~~“PIPE Agreement”) with the Selling Stockholders pursuant~~ to ~~which we issued~~ our ~~Series C~~directors ~~Warrants~~ and ~~Series D Warrants (together~~, in the ~~PIPE~~discretion ~~Warrants).~~of ~~The~~our ~~Series C~~board ~~Warrants are exercisable for five years after shareholder approval~~ of ~~the~~directors, ~~PIPE~~to atour anofficers ~~exercise~~and ~~price~~certain ofemployees, ~~$0.475~~in ~~per~~connection ~~share.~~with ~~The~~legal ~~Series D~~proceedings ~~Warrants~~relating ~~are~~to ~~exercisable~~their service for ~~two~~or ~~and~~on ~~one-half years~~behalf ~~after shareholder approval~~ of ~~the~~us, ~~PIPE~~subject atto anlimited ~~exercise price of $0~~exceptions.~~475~~ ~~per share.~~

~~The~~We ~~issuances~~have ofentered ~~certain~~into ofindemnification ~~the~~agreements ~~securities~~with ~~described~~each ~~above~~of ~~were~~our ~~deemed~~directors toand bewith ~~exempt~~certain ~~from registration pursuant to Section 4(a)(2)~~ of ~~the~~our ~~Securities~~executive ~~Act or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans~~officers. ~~The~~These ~~shares~~agreements ofprovide ~~common~~that ~~stock~~we ~~issued~~will ~~upon~~indemnify ~~the~~each ~~exercise~~ of ~~options~~our ~~are~~directors, ~~deemed~~certain ~~to be restricted securities for purposes~~ of ~~the~~our ~~Securities Act.~~

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executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of the Company and/or in furtherance of our rights. Additionally, each of our directors may have certain rights to indemnification, advancement of expenses and/or insurance provided by their affiliates, which indemnification relates to and might apply to the same proceedings arising out of such director’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that the Company’s obligations to those same directors are primary and any obligation of the affiliates of those directors to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.

We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

The Company has not sold any securities within the past three years which were not registered under the Securities Act except as set forth below. The registrant believes that, unless otherwise noted, all of the transactions described in this Item 15 were exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Title of
Securities Sold

Date of Sale

Underwriters /
Purchasers

Consideration

Terms of Conversion

1,242.0717 shares of Series A Preferred Stock

October 8, 2025

DEFJ, LLC, Tungsten

Equity interests in ABCJ, LLC

Convertible into 10,000 shares of Common Stock following 5:00 p.m. Eastern Time on the third Business Day after the date that the Stockholder Approval is obtained.

29.8895 shares of Series A Preferred Stock

April 6, 2026

DEFJ, LLC, Tungsten

Equity interests in ABCJ, LLC

Convertible into 10,000 shares of Common Stock following 5:00 p.m. Eastern Time on the third Business Day after the date that the Stockholder Approval is obtained.

223.7337 shares of Series B Preferred Stock

October 8, 2025

DEFJ, LLC

$111,740 per share

Convertible into 10,000 shares of Common Stock, at any time and from time to time following the earliest to occur of: (i) April 8, 2026, (ii) the effectiveness date of a registration statement covering the resale of the Common Stock issuable upon conversion of the Series B Preferred Stock, (iii) 5:00 p.m. Eastern Time on the third business day after the Stockholder Approval is obtained

1,214,204 shares of Series C Preferred Stock

March 2, 2026

Unleash Immuno Oncolytics, Inc., Tungsten

Exclusive License

Convertible into one share of Common Stock upon approval of the Series C Preferred Stock by the Company’s stockholders.

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Title of
Securities Sold

Date of Sale

Underwriters /
Purchasers

Consideration

Terms of Conversion

33,334 shares of Common Stock

April 30, 2026

YA II PN, LTD.

Shares issued as consideration for YA II PN, LTD’s commitment to purchase shares pursuant to SEPA.

N/A

$1.0 million Convertible Promissory Note

April 6, 2025

YA II PN, LTD.

$950,000.00

Convertible into shares of Common Stock pursuant to the terms of the First Convertible Note as described in “Proposal 3 Description of the Transaction SEPA Advances.”

On November 26, 2024, we entered into a securities purchase agreement with each of Anson East Master Fund LP, Anson Investments Master Fund LP, Bigger Capital Fund, LP, District 2 Capital Fund LP, L1 Capital Global Opportunities Master Fund, and Sabby Volatility Warrant Master Fund, Ltd. pursuant to which the Company agreed to sell and issue in a private placement an aggregate of 6,180 shares of Common Stock, 16,786 Pre-Funded Warrants, 22,966 shares of Series C Warrants, and 22,966 Series D Warrants. The exercise price per share of the Series C Warrants was initial $348.35 subject to adjustment upon the Company’s issuance of common shares or common share equivalents at a price per share that is less than the exercise price of the Series C Warrants. The Series D Warrants have an initial exercise price per share of $348.35. The Pre-Funded Warrants have an exercise price per share of $0.0001.

On March 23, 2025, we entered into a Placement Agency Agreement, or the March Agreement, with ThinkEquity LLC, or the Placement Agent, pursuant to which we agreed to issue and sell, directly to various investors, in a registered direct offering (the “March Offering”) an aggregate of approximately 366,072 shares, or the March Shares, of our Common Stock and approximately 366,072 Common Stock Purchase Warrants, or the March Warrants, to purchase approximately 366,072 shares of Common Stock at an aggregate offering price of $27.44 per share of Common Stock and accompanying March Warrant. As part of its compensation for acting as placement agent for the March Offering, we also agreed to issue to the Placement Agent warrants to purchase approximately 18,304 shares of Common Stock, or the Placement Agent Warrants, and together with the March Shares and the March Warrants, the March Securities. We received gross proceeds of approximately $10 million in connection with the March Offering before deducting placement agent fees and other offering expenses payable by us. The March Offering closed on March 25, 2025. The March Warrants are exercisable commencing March 25, 2025, expire on March 25, 2030, and have an exercise price equal to $24.08 per share. The Placement Agent Warrants are exercisable commencing March 25, 2025, expire on March 25, 2030, and have an exercise price equal to $29.96 per share.

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~~Part~~Item 16. Exhibits IIand Financial Statement Schedules.

(a) Exhibits.

~~Item 16. Exhibits~~The ~~and~~exhibits ~~Financial~~listed ~~Statement~~below ~~Schedules~~are filed as part of this registration statement.

~~The~~EXHIBIT ~~Exhibit Index~~INDEX ~~set forth below is incorporated by reference in response to this Item.~~

Exhibit Number		Description
	Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
	2.1		Membership Interest Purchase Agreement dated October 8, 2025, relating to ABCJ, LLC by and between TransCode Therapeutics, Inc. and DEFJ, LLC. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025).
3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024).
	3.1		Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on January 16, 2024).
	3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024).
3.4		Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by Reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 29, 2024).
	3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on January 16, 2024).
3.5		Amended and Restated Bylaws of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
	3.4		Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on November 29, 2024).
3.6		Amendment No. 1 to the Amended and Restated Bylaws of TransCode Therapeutics, Inc., effective as of December 8, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 8, 2023).
	3.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2025).
4.1		Form of Pre-funded Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on December 2, 2024).
	3.6		Amended and Restated Bylaws of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.5 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
4.2		Form of Series C Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on December 2, 2024).
	3.7		Amendment No. 1 to the Amended and Restated Bylaws of TransCode Therapeutics, Inc., effective as of December 8, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 8, 2023).
4.3		Form of Series D Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed on December 2, 2024).
	3.8		Amended and Restated Certificate of Designation of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated October 27, 2025 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 27, 2025).
5.1*		Opinion of Goodwin Procter LLP.
	3.9		Certificate of Designation of Series C Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated March 2, 2026 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 3, 2026).
10.1#		2020 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599).
	4.1		Description of Securities (Incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 31, 2022).
10.2#		2021 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	4.2		Form of Representative Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)).
10.3#		Senior Executive Cash Incentive Bonus Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	4.3		Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on February 17, 2023).
10.4#		Form of Indemnification Agreement between the Registrant and each of its executive officers (Incorporated by reference to Exhibit 10.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	4.4		Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on June 6, 2023 (File No. 333-272082)).
10.5#		Form of Indemnification Agreement between the Registrant and each of its directors (Incorporated by reference to Exhibit 10.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)).
10.6†		Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 26, 2018 (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).

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	Exhibit No.			Description
	4.5			Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on June 5, 2023 (File No. 333-272082)).
	4.6			Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on June 5, 2023 (File No. 333-272082)).
	4.7			Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on September 25, 2023 (File No. 333-274251)).
	4.8			Form of Underwriter’s Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on September 25, 2023 (File No. 333-274251)).
	4.9			Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on December 4, 2023).
	4.10			Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 17, 2024).
	4.11			Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 18, 2024).
	4.12			Form of Placement Agent’s Warrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 17, 2024).
	4.13			Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 24, 2024).
	4.14			Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 2, 2024).
	4.15			Form of Series C Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 2, 2024).
	4.16			Form of Series D Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 2, 2024).
	4.17			Form of Common Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2025).
	4.18			Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2025).
	4.19			Registration Rights Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025).
	4.20			Form of Convertible Promissory Notes issued to YA II PN, Ltd. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2026).
	4.21			Registration Rights Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2026).
	4.22			Equity Issuance and Registration Rights Agreement, dated as of March 2, 2026, by and between TransCode Therapeutics, Inc. and Unleash Immuno Oncolytics, Inc. (Incorporated by reference to Exhibit 4.22 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 15, 2026).
	5.1*			Opinion of Orrick, Herrington & Sutcliffe LLP
	10.1#			2020 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599).

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	Exhibit No.			Description
	10.2#			2021 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	10.3#			Amendment No. 1 to 2021 Stock Option and Incentive Plan (Incorporated by reference to Appendix A to the Registrant’s Amended Proxy Statement pursuant to Schedule 14A of the Securities Exchange Act of 1934, filed on May 20, 2024 (File No. 001-40363)).
	10.4#			Amendment No. 2 to 2021 Stock Option and Incentive Plan (Incorporated by reference to Appendix A to the Registrant’s Proxy Statement pursuant to Schedule 14A of the Securities Exchange Act of 1934, filed on July 15, 2025 (File No. 001-40363)).
	10.5#			Senior Executive Cash Incentive Bonus Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	10.6#			Form of Indemnification Agreement between the Registrant and each of its executive officers (Incorporated by reference to Exhibit 10.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599).
	10.7#			Form of Indemnification Agreement between the Registrant and each of its directors (Incorporated by reference to Exhibit 10.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)).
	10.8†			Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 26, 2018 (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
	10.9†			First Amendment to Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 30, 2020 (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
	10.10†			Second Amendment to Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of September 30, 2025 (Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2025).
	10.11#			2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)).
	10.12#			Employment Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.11 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
	10.13#			Letter Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.12 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
	10.14			Common Stock Purchase Agreement, dated April 13, 2023, by and between TransCode Therapeutics, Inc. and White Lion Capital LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on April 14, 2023).
	10.15			Placement Agency Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2025).
	10.16+			Investment Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on October 8, 2025).

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	Exhibit No.			Description
	10.17			Repurchase Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025).
	10.18			Contingent Value Rights Agreement dated as of October 8, 2025, by and between TransCode Therapeutics, Inc. and Vstock Transfer, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on October 17, 2025).
	10.19			Employment Agreement with Philippe P. Calais, dated as of October 8, 2025 (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2025).
	10.20			Standby Equity Purchase Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2026).
	23.1*			Consent of WithumSmith+Brown, PC
	23.2*			Consent of Deloitte Touche Tohmatsu
	23.3*			Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1)
	24.1			Power of Attorney (included on signature page)
	107*			Filing Fee Table

Exhibit Number			Description
10.7†			First Amendment to Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of October 30, 2020 (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on February 26, 2021 (File No. 333-253599)).
10.8#			2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed on March 24, 2021 (File No. 333-253599)).
10.9#			Separation Agreement, dated January 10, 2024, by and between TransCode Therapeutics, Inc. and Robert Michael Dudley (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 16, 2024).
10.10#			Employment Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.11 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
10.11#			Letter Agreement, dated as of March 24, 2021, by and Between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald (Incorporated by reference to Exhibit 10.12 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).
10.12			Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on December 2, 2024) .
10.13			Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on December 2, 2024)
23.1*			Consent of Withum Smith+Brown, PC, independent registered public accounting firm.
23.2*			Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1			Power of Attorney (included on signature page).
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
107*			Filing Fee Table.

Indicates a management contract or any compensatory plan, contract or arrangement.

Filed herewith.

†

Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of the Securities and Exchange Commission.

~~(b)~~#

~~Financial~~Indicates ~~Statements~~a ~~Schedules:~~management ~~None~~contract or any compensatory plan, contract or arrangement.

~~Item 17. Undertakings~~ +

~~The~~ Certain ~~undersigned~~annexes, ~~registrant~~schedules ~~hereby~~and ~~undertakes:~~exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

(a)(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~(i)~~Item 17. Undertakings.

~~To include any prospectus required by Section 10~~(a)~~(3)~~ The ofundersigned ~~the~~registrant ~~Securities~~hereby ~~Act~~undertakes: ~~of 1933, as amended (the “Securities Act”);~~

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(iii) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that

II(A) paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-5effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by

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offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purposes of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5)

That, for purposes of determining any liability under the Securities Act:

(i)

the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and

(ii)

each post-effective amendment that contains a form of prospectus shall be deemed to be a

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new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions described herein, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(B) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(C) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) That, for purposes of determining any liability under the Securities Act:

(i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and

(ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions described herein, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this ~~Registration~~registration ~~Statement~~statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the ~~City~~city of Boston, ~~Commonwealth~~state of Massachusetts, on ~~the 6th day of December~~April ~~2024~~30, 2026.

TRANSCODE THERAPEUTICS, INC.

By:

/s/ ~~Thomas~~Philippe AP. ~~Fitzgerald~~Calais

~~Thomas~~Philippe AP. ~~Fitzgerald~~Calais ~~Interim~~ Chief Executive Officer

POWER OF ATTORNEY

~~Each~~KNOW ~~individual~~ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below ~~hereby~~ constitutes and appoints ~~Thomas~~Philippe AP. Calais and Thomas Fitzgerald, asand ~~such~~each ~~person’s~~of them, his or her true and lawful ~~attorney~~attorneys-in-fact and ~~agent~~agents with full power of substitution ~~and re-substitution~~, for ~~such~~him ~~person~~or her and in ~~such~~his ~~person’s~~or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this ~~Registration~~registration ~~Statement~~statement, ~~(or~~and to sign any ~~Registration~~registration ~~Statement~~statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, ofand ~~1933)~~all post-effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto ~~each~~ said ~~attorney~~attorneys-in-fact and ~~agent~~agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as ~~such~~he ~~person~~or she might or could do in person, hereby ratifying and confirming all that ~~any~~ said ~~attorney~~attorneys-in-fact and ~~agent,~~agents or any ~~substitute~~of orthem, ~~substitutes~~his, ofhers ~~any~~or oftheir ~~them~~substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ this ~~Registration~~registration ~~Statement~~statement ~~and Power of Attorney~~ has been signed by the following ~~person~~persons in the capacities and on the ~~date~~dates indicated.

	Signature		Title		Date
Name		Title		Date
	/s/ Philippe P. Calais Philippe P. Calais		Chief Executive Officer and Director (Principal Executive Officer)		April 30, 2026
/s/ Thomas A. Fitzgerald Thomas A. Fitzgerald		Director, Interim Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)		December 6, 2024
	/s/ Thomas A. Fitzgerald Thomas A. Fitzgerald		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)		April 30, 2026
/s/ Philippe P. Calais Philippe P. Calais, PhD		Director		December 6, 2024
	/s/ Elizabeth Czerepak Elizabeth Czerepak		Director		April 30, 2026
/s/ Erik Manting Erik Manting, PhD		Director		December 6, 2024
	/s/ Erik Manting Erik Manting		Director		April 30, 2026
/s/ Magda Marquet Magda Marquet, PhD		Director		December 6, 2024
	/s/ Magda Marquet Magda Marquet		Director		April 30, 2026
	/s/ Jack Stover Jack Stover		Director		April 30, 2026

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Filing Compare · Transcode Therapeutics, Inc.