Transcode (RNAZ) 10% Owner DEFJ Converts Preferred into 13.83M Shares

What Happened
DEFJ, LLC, a 10% owner of Transcode Therapeutics (RNAZ), submitted irrevocable conversion notices on August 3, 2026 converting convertible preferred holdings into common stock. DEFJ converted 1,181.3859 shares of Series A Non‑Voting Convertible Preferred into 11,813,859 common shares and 202.0582 shares of Series B Non‑Voting Convertible Preferred into 2,020,582 common shares, for a total of 13,834,441 newly issued common shares. The conversions involved no cash consideration (reported $0.00 for the derivative disposals); acquisition price fields are shown as N/A for the common shares received.

Key Details

• Transaction date: August 3, 2026; Form 4 filed August 5, 2026 (appears timely).
• Conversion ratio: Each Series A or Series B preferred share converts into 10,000 common shares (Footnote F1). Preferred shares have no expiration date.
• Reported amounts: +11,813,859 common (Series A conversion); +2,020,582 common (Series B conversion); total +13,834,441 common shares. Disposals of the preferred interests are reported at $0.00 (derivative conversion).
• Shares owned after transaction: Not specified in the filing.
• Notable footnotes: DEFJ waived a Beneficial Ownership Limitation and submitted irrevocable conversion notices effective Aug 3, 2026 (F2). The filing discloses DEFJ’s ownership chain up to CK Life Sciences, which disclaims beneficial ownership except for any pecuniary interest (F3). Filing notes 28.4291 Series A shares were previously issued as a payment‑in‑kind dividend (F4).

Context
This was a conversion of convertible preferred securities into common stock (a derivative conversion), not an open‑market purchase or sale. For retail investors, conversions increase the company's outstanding common shares (dilution effect) but did not involve cash changing hands. DEFJ is an institutional 10% owner (through a chain of entities), not an individual executive; parent companies disclaim Section 16 beneficial ownership beyond any pecuniary interest.