TransCode Therapeutics Amends Series C Preferred Ownership Cap to 9.99%

What Happened

• TransCode Therapeutics, Inc. (the “Company”) filed an 8-K (Items 3.03 and 5.03) to report an Amended and Restated Certificate of Designation for its Series C Non‑Voting Convertible Preferred Stock.
• The Amended and Restated Certificate of Designation was filed with the Delaware Secretary of State on July 16, 2026, after obtaining the consent of a majority of Series C holders and the Company’s Board of Directors. The original Certificate was filed on March 2, 2026 in connection with agreements with Unleash Immuno Oncolytics, Inc.

Key Details

• The amendment increases the Series C Preferred Stock beneficial ownership limitation from 4.99% to 9.99% (Section 6.3.3 amended).
• The filing corrected only scrivener’s errors in the prior Certificate; no other changes were made.
• No additional securities were issued or sold in connection with the filing.
• A copy of the Amended and Restated Certificate of Designation is filed as Exhibit 3.1 to the Form 8‑K.

Why It Matters

• This is a legal change to the rights/limitations of Series C holders that allows each holder to beneficially own up to 9.99% of the company (vs. the prior 4.99%) without breaching the Certificate’s limit.
• For investors, the change affects the maximum ownership percentage available to Series C holders and is a formal corporate governance update; the Company did not issue new shares as part of this amendment.