TransCode Therapeutics Amends Preferred Stock Rights (8-K)

What Happened

• TransCode Therapeutics, Inc. (RNAZ) filed a Current Report on Form 8-K on August 3, 2026 disclosing a Second Amended and Restated Certificate of Designation for its Series A and Series B non‑voting convertible preferred stock.
• The filing amends Section 6.3.3 of the prior Amended and Restated Certificate of Designation to remove the requirement that the company give 60 days’ notice to change or waive the beneficial ownership limitation. The change was made with the consent of a majority of the preferred holders and approval of the Company’s board of directors. A copy of the Second Amended and Restated Certificate of Designation is filed as Exhibit 3.1 to the 8‑K.

Key Details

• Original Certificate of Designation was filed October 8, 2025; an Amended and Restated Certificate was filed October 27, 2025.
• Second Amended and Restated Certificate of Designation filed on August 3, 2026 (the 8‑K date).
• Amendment specifically removed the 60‑day notice requirement to change/waive the beneficial ownership limitation (Section 6.3.3); no other changes were made.
• No additional securities were issued or sold in connection with this filing.

Why It Matters

• This is a contractual change to the rights and procedural protections tied to the company’s Series A and B preferred shares. Removing the 60‑day notice requirement means the company and/or preferred holders can change or waive the beneficial ownership cap without providing that prior notice period.
• For retail investors, the filing does not report any new issuance of shares or any other alterations to economic rights beyond the notice requirement; however, changes to beneficial ownership limits can affect conversion outcomes and potential ownership stakes of preferred holders, so investors may want to review the full Certificate (Exhibit 3.1) for details.