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- Debt Default (new) — Convertible notes contain multiple default triggers including payment defaults, cross-defaults over $500K, and late SEC filings that increase interest to 18%.
Transcode secures up to $14M equity line and up to $6M convertible notes with Yorkville at steep discounts
Filed April 7, 2026 · Period ending April 6, 2026 · ~2 min read
Key Changes
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high
Company obtained up to $14M standby equity line and up to $6M in convertible notes from Yorkville, but notes convert at 5% discount with floor price protection creating significant dilution risk if stock declines. Net proceeds from notes total $5.7M after discounts.
Item 1.01 verify on EDGAR → -
high
Initial capital access capped at 183,301 shares (19.99% of outstanding) per Nasdaq rules. Company must obtain shareholder approval via proxy vote to access full up to $14M commitment and convert entire up to $6M in notes.
Item 1.01 verify on EDGAR → -
high
Convertible notes contain multiple default triggers including late SEC filings, trading suspensions over 10 days, and cross-defaults exceeding $500K. Upon default, interest jumps from 5% to 18% and Yorkville can demand immediate repayment plus 10% premium.
Item 1.01 verify on EDGAR → -
medium
First $1M tranche requires company to file 2025 Form 10-K by April 15, 2026. Failure to meet this deadline blocks access to initial capital under the agreement.
Item 1.01 verify on EDGAR → -
medium
Company issued 29.89 shares of Series A Preferred Stock as 5% PIK dividends to ABCJ acquisition sellers, continuing dilution from preferred shares that compound through stock-based dividend payments.
Item 3.02 verify on EDGAR →
Summary
Transcode Therapeutics announced a complex financing arrangement with Yorkville that provides up to $20 million in total capital access, but with significant strings attached. The deal consists of a $14 million standby equity line where Transcode can sell shares at a 3% discount to market, plus up to $6 million in convertible notes that convert at a 5% discount with floor price protection.
The convertible notes are particularly concerning because they convert at the lower of 115% of prior-day price or 95% of the lowest price over seven days, creating substantial dilution risk if the stock price falls. Retail investors should understand that near-term access to this capital is severely limited.
Nasdaq rules cap initial issuances at just 183,301 shares (19.99% of outstanding stock), meaning the company must obtain shareholder approval through a proxy vote to access the full financing. Additionally, the first $1 million tranche is contingent on filing the 2025 Form 10-K by April 15, 2026. The convertible notes also contain aggressive default provisions: late SEC filings, trading suspensions over 10 days, or cross-defaults exceeding $500K trigger 18% penalty interest and potential immediate repayment demands with a 10% premium. Watch for the proxy statement filing and shareholder vote outcome, as approval is essential for the company to access meaningful capital. Also monitor whether Transcode meets the April 15 Form 10-K deadline and whether the stock price holds above conversion floor levels to minimize dilution.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 6, 2026, TransCode Therapeutics, Inc., a Delaware corporation, (the “Company,” “we,” or “our”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $14 million of shares of the Company’s common stock, par value $0.0001 per share, (“Common Stock”) subject to certain limitations and conditions set forth in the SEPA
Company secured optional access to $14 million in equity financing through at-the-market sales to Yorkville. The company controls timing and amounts sold, with purchase price set at 97% of lowest VWAP over three trading days. This provides flexible capital access but at a 3% discount to market and subject to volume limitations.
Added in current filing · verify on EDGAR →
Yorkville has also agreed to advance to the Company up to $6.0 million, less certain amounts as described below, to be paid in two tranches (each, a “Pre-Paid Advance” and, together, the “Pre-Paid Advances”), in exchange for the Company’s issuance to Yorkville of convertible promissory notes (each, a “Convertible Note” and, together, the “Convertible Notes”). Pursuant to the Convertible Notes and the SEPA, Yorkville may convert all or any portion of the outstanding principal amount, accrued and unpaid interest and other amounts outstanding under the Convertible Notes into shares of Common Stock
Company will receive $6 million in two tranches ($1M and $5M) via convertible notes with 5% purchase discount, yielding net proceeds of $5.7 million. Notes convert at lower of 115% of prior-day VWAP or 95% of lowest VWAP over seven days, with floor at 20% of trading price. The conversion formula creates significant dilution risk if stock price declines, though floor provides some protection.
Added in current filing · verify on EDGAR →
The first Pre-Paid Advance in the amount of $1.0 million is conditioned upon the Company filing its Annual Report on Form 10-K for the year ended December 31, 2025 on or prior to April 15, 2025 (“Form 10-K”) and will be disbursed to the Company concurrently with the Company’s filing of its Form 10-K.
First $1 million tranche requires company to file 2025 Form 10-K by April 15, 2025 (note: filing date appears to reference 2025 but agreement dated 2026, likely means April 15, 2026). This creates near-term filing deadline pressure to access initial capital.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Company created a direct financial obligation or off-balance sheet arrangement, details referenced in Item 1.01.
Added in current filing · verify on EDGAR →
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company disclosed the creation of a direct financial obligation or an off-balance sheet arrangement under Item 2.03. However, the 8-K does not provide substantive details in this section, instead referencing Item 1.01 which is not included in the provided filing text. Without Item 1.01 content, the nature, amount, terms, and parties involved in this financial obligation cannot be determined.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 6, 2026, the Company issued as a PIK Dividend, 28.4291 shares of Series A Preferred Stock to DEFJ and 1.4604 shares of Series A Preferred Stock to Tungsten.
The company issued payment-in-kind dividends totaling 29.8895 shares of Series A Preferred Stock to DEFJ (28.4291 shares) and Tungsten (1.4604 shares). These PIK dividends accrued at 5% per annum and were payable 180 days after the original October 8, 2025 issuance of Series A Preferred Stock in connection with the ABCJ acquisition.
Added in current filing · verify on EDGAR →
Under the terms of the Purchase Agreement, upon the consummation of the Acquisition, which occurred concurrently with the execution of the Purchase Agreement, in exchange for all of the membership interests of ABCJ, the Company issued to DEFJ an aggregate of (i) 83,285 shares of Common Stock, and (ii) 1,152.9568 shares of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”).
The filing provides background on the October 8, 2025 acquisition of ABCJ from DEFJ, for which Transcode issued 83,285 common shares and 1,152.9568 Series A Preferred shares. This context explains the basis for the PIK dividend calculation and identifies the original holders entitled to receive the dividends.
Added in current filing · verify on EDGAR →
Pursuant to the Purchase Agreement and the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the “Certificate of Designation”) filed with the Secretary of State of Delaware on October 27, 2025, holders of Series A Preferred Stock were entitled to receive, and the Company was required to pay, payment-in-kind dividends on each share of Series A Preferred Stock (the “PIK Dividend”), accruing at a rate equal to 5% per annum payable in shares of Series A Preferred Stock 180 days after the date of the original issuance of such Series A Preferred Stock.
The Series A Preferred Stock carries a mandatory 5% annual PIK dividend payable in additional Series A shares 180 days after issuance. This creates ongoing dilution for common shareholders as preferred holders receive additional shares rather than cash dividends.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Tungsten Advisors (through its broker-dealer, Finalis Securities LLC) (“Tungsten”) acted as the financial advisor to the Company in connection with the Acquisition. As partial compensation for services rendered by Tungsten, the Company issued to Tungsten and its affiliates and designees an aggregate of 59.2255 shares of Series A Preferred Stock.
Tungsten Advisors received 59.2255 Series A Preferred shares as partial compensation for advisory services on the ABCJ acquisition. These shares also accrued PIK dividends, resulting in the additional 1.4604 shares issued on April 6, 2026.
Event · Item 7.01 — Regulation FD Disclosure
Company entered into transactions with Yorkville requiring shareholder approval for stock issuance above exchange cap.
Added in current filing · verify on EDGAR →
On April 6, 2026, the Company issued a press release announcing its entering into the transactions with Yorkville, as described more fully in Item 1.01 of this Current Report on Form 8-K.
The company announced entering into transactions with Yorkville on April 6, 2026. The full details are referenced in Item 1.01 of the 8-K, which is not included in this excerpt. This appears to be a financing arrangement requiring shareholder approval.
Added in current filing · verify on EDGAR →
The Company expects to file a proxy statement with the SEC regarding the approval of the issuance of Common Stock pursuant to the SEPA in excess of the Exchange Cap (the “Yorkville Issuance Proposal”).
The company will seek shareholder approval to issue common stock under a SEPA (Standby Equity Purchase Agreement) with Yorkville that exceeds the Exchange Cap. This indicates a potentially significant dilutive financing that requires stockholder consent under exchange listing rules.
Added in current filing · verify on EDGAR →
The definitive proxy statement will be sent to all Company stockholders. Before making any voting decision, investors and securityholders of the Company are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the stockholder meeting at which the Yorkville Issuance Proposal will be voted upon as such documents become available because they will contain important information about the Yorkville Issuance Proposal to be voted upon.
A proxy statement will be filed with the SEC and distributed to all stockholders for voting on the Yorkville stock issuance. Shareholders are urged to review the proxy materials before voting, as they will contain important details about the proposed transaction.
Event · Item 9.01 — Financial Statements and Exhibits
TransCode entered convertible note and standby equity purchase agreements with YA II PN, Ltd. on April 6, 2026.
Added in current filing · verify on EDGAR →
Form of Convertible Promissory Notes issued to YA II PN, Ltd.
TransCode issued convertible promissory notes to YA II PN, Ltd., a financing arrangement that allows the lender to convert debt into equity under specified terms. This represents new debt financing for the company.
Added in current filing · verify on EDGAR →
Registration Rights Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd.
TransCode granted registration rights to YA II PN, Ltd., obligating the company to register securities (likely shares issuable upon conversion of the notes) with the SEC. This ensures the investor can sell shares publicly.
Added in current filing · verify on EDGAR →
Standby Equity Purchase Agreement, dated as of April 6, 2026, between TransCode Therapeutics, Inc. and YA II PN, Ltd.
TransCode entered a standby equity purchase agreement with YA II PN, Ltd., which typically allows the company to sell shares to the investor at its discretion over time. This provides a potential source of future equity capital but may dilute existing shareholders.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify