Transcode Therapeutics (RNAZ) Prepays $841K to Avoid Convertible-Note Amortization

What Happened

• Transcode Therapeutics (RNAZ) filed an 8‑K describing actions under a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville) dated April 6, 2026. Under the SEPA Yorkville committed up to $14.0 million to buy common stock and agreed to advance up to $6.0 million to the company via Convertible Notes.
• The Convertible Notes include an “Amortization Event” that is triggered if the daily VWAP of the common stock is below a $1.72 floor price for five trading days within any seven‑day period. From Sept 11–30, 2026 the daily VWAP was below $1.72 for 10 of 14 trading days, which could have caused an Amortization Event.
• On Oct 1, 2026 the company and Yorkville executed a waiver and the company made a prepayment of $840,975 (comprised of $759,000 principal, $75,900 prepayment premium and $6,075 accrued interest). In exchange, Yorkville waived any Amortization Event through Oct 31, 2026. After the payment, aggregate principal outstanding on the Convertible Notes is approximately $4.1 million.

Key Details

• SEPA capacity: up to $14.0 million of common stock purchases; advances up to $6.0 million via Convertible Notes.
• Prepayment on Oct 1, 2026: $840,975 total ( $759,000 principal; $75,900 premium; $6,075 interest).
• Floor Price / trigger: $1.72 VWAP; VWAP was below floor 10 of 14 trading days from Sept 11–30, 2026.
• Post‑payment outstanding principal: ≈ $4.1 million; waiver protects through Oct 31, 2026.

Why It Matters

• Short‑term relief: The prepayment and waiver avoid immediate accelerated monthly amortization payments that would have begun shortly after a triggered Amortization Event, giving the company temporary breathing room through Oct 31, 2026.
• Potential cash impact if triggered: If an Amortization Event occurs (and no waiver), the notes require significant monthly payments calculated as (i) 18% of outstanding principal (or the outstanding balance if less), plus (ii) 10% of the principal being repaid in that payment, plus (iii) accrued interest — a formula that could create large monthly cash outflows until repaid or the stock VWAP recovers.
• Investor considerations: The filing highlights both downside pressure on the stock (VWAP below the $1.72 floor) and potential dilution risk from the SEPA (up to $14M of equity purchases). Monitor VWAP relative to the floor, outstanding convertible debt (~$4.1M), and any future drawdowns or waivers under the SEPA.