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Transcode Therapeutics, Inc.

RNAZ · Nasdaq

1 reporting failure in the last 12 months

Companies at this level ended the following year delisted, bankrupt, restated or silent 9.2% of the time, against 4.0% for companies with a clean record.

$6Mpublic float
2026-03-31most recent failure

Score over time

012202220232024202520262025-04-01 · score 12025-03-31 filed late (10-K) · complex accounting2025-07-01 · score 12025-03-31 filed late (10-K) · complex accounting2025-10-01 · score 12025-03-31 filed late (10-K) · complex accounting2026-01-01 · score 12025-03-31 filed late (10-K) · complex accounting2026-04-01 · score 12026-03-31 filed late (10-K) · complex accounting2026-07-01 · score 12026-03-31 filed late (10-K) · complex accounting2026-10-01 · score 12026-03-31 filed late (10-K) · complex accounting

Hover or tap a dot to see the filings behind that score.

Why they said they were late

TransCode Therapeutics, Inc, (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, (the “2025 Form 10-K”) within the prescribed time period for such filing without unreasonable effort or expense. On October 8, 2025, the Company entered into a series of related agreements (collectively, the “Agreement”) with DEFJ, LLC (“DEFJ”) pursuant to which the Company (1) purchased all of DEFJ’s membership interests in ABCJ, LLC, a Delaware limited liability company, in exchange for an aggregate of 83,285 shares of the Company’s common stock, par value $0.0001 per share, (the “Common Stock”) and 1,152.9568 shares of the Company’s Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred”), (2) agreed to issue and sell, directly to DEFJ in a private placement (the “Placement”), an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock, par value $0.0001 per share , (the “Series B Preferred”) for a price per share of $111,740, for an aggregate purchase price of approximately $25 million, consisting of a cash subscription of $20 million and a promissory note in the aggregate principal amount of approximately $5 million, and (3) agreed to issue to its shareholders of record on October 20, 2025, contingent value rights (“CVRs”), which entitle the holders thereof to receive certain proceeds received by the Company, if any, related to future upfront, development or regulatory milestone payments resulting from a corporate partnering transaction of TTX-MC138. Together, these transactions are referred to herein as the “Transactions.” The Company will need to make disclosures related to the Transactions in its 2025 Form 10-K including disclosures arising from the complex accounting processes related to the Transactions. The Company requires additional time to complete these procedures, including disclosures related to the Transactions for inclusion in the 2025 Form 10-K

NT 10-K, filed 2026-03-31 · complex accounting

What it filed

2026-03-31filed late (10-K)complex accounting SEC →

TransCode Therapeutics, Inc, (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, (the “2025 Form 10-K”) within the prescribed time period for such filing without unreasonable effort or expense. On October 8, 2025, the Company entered into a series of related agreements (collectively, the “Agreement”) with DEFJ, LLC (“DEFJ”) pursuant to which the Company (1) purchased all of DEFJ’s membership interests in ABCJ, LLC, a Delaware limited liability company, in exchange for an aggregate of 83,285 shares of the Company’s common stock, par value $0.0001 per share, (the “Common Stock”) and 1,152.9568 shares of the Company’s Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred”), (2) agreed to issue and sell, directly to DEFJ in a private placement (the “Placement”), an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock, par value $0.0001 per share , (the “Series B Preferred”) for a price per share of $111,740, for an aggregate purchase price of approximately $25 million, consisting of a cash subscription of $20 million and a promissory note in the aggregate principal amount of approximately $5 million, and (3) agreed to issue to its shareholders of record on October 20, 2025, contingent value rights (“CVRs”), which entitle the holders thereof to receive certain proceeds received by the Company, if any, related to future upfront, development or regulatory milestone payments resulting from a corporate partnering transaction of TTX-MC138. Together, these transactions are referred to herein as the “Transactions.” The Company will need to make disclosures related to the Transactions in its 2025 Form 10-K including disclosures arising from the complex accounting processes related to the Transactions. The Company requires additional time to complete these procedures, including disclosures related to the Transactions for inclusion in the 2025 Form 10-K

2025-03-31filed late (10-K)complex accounting SEC →

TransCode Therapeutics, Inc, (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) within the prescribed time period for such filing without unreasonable effort or expense. On March 23, 2025, the Company entered into a Placement Agency Agreement (the “Agreement”) with ThinkEquity LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell, directly to various investors, in a registered direct offering (the “Registered Direct Offering”), an aggregate of 10,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, (the “Common Stock”) and 10,250,000 Common Warrants (the “Common Warrants”) to purchase 10,250,000 shares of Common Stock, at an aggregate offering price of $0.98 per share of Common Stock and accompanying Common Warrant. The Registered Direct Offering closed on March 25, 2025. The Company will need to make disclosures related to the Registered Direct Offering in the 2024 Form 10-K. The Company requires additional time to complete the procedures relating to its year-end reporting process, including disclosures related to the recent Registered Direct Offering for inclusion in the 2024 Form 10-K. The Company expects to file the 2024 Form 10-K within the extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended

About this score

reportingrisk.com scores every active US filer on three things a company tells the SEC about itself: late-filing notices on Form NT, 8-K item 4.02 (past accounts declared unreliable) and 4.01 (auditor changes). 1,012 are flagged today.

Every score is frozen and checked twelve months later. Across 91,452 of them, a company scoring 4 or more ended that year delisted, bankrupt, restated or silent 17.2% of the time, against 4.0% for a clean record. Scores before 2026-09-27 were reconstructed from the filing history as it stood at each date, so the record is a backtest rather than years of live calls.

See the ledger → Every company the score flagged that later failed, what it told the SEC on the way down, and the ones it missed.

Every item above is a filing this company made with the SEC.
Snapshot 2026-11-04 · data from SEC EDGAR (public domain) · not investment advice

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