SCHEDULE: TransCode Therapeutics: DEFJ Converts Preferred Stock

DEFJ, LLC and CK Life Sciences Int'l. (Holdings) Inc. report a conversion of Series B Preferred Stock into common stock, bringing their beneficial ownership to 9.9% of TransCode Therapeutics.

Summary

• DEFJ, LLC and CK Life Sciences Int'l. (Holdings) Inc. have filed an amendment to their Schedule 13D regarding their beneficial ownership of TransCode Therapeutics, Inc. common stock.
• The filing details the conversion of 21.6755 shares of Series B Non-Voting Convertible Preferred Stock into 216,755 shares of common stock.
• This conversion, which occurred on July 23, 2026, brings the total beneficial ownership of DEFJ, LLC and CK Life Sciences Int'l. (Holdings) Inc. to 300,040 shares of common stock.
• This represents approximately 9.9% of the company's outstanding common stock as of July 23, 2026, based on 3,017,306 shares outstanding post-conversion.
• The conversion was contingent upon stockholder approval of specific proposals in the company's proxy statement.
• No other transactions in the common stock were effected by the reporting persons in the past 60 days.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily reporting a change in ownership structure due to a pre-planned conversion of securities, rather than new financial performance or strategic developments.

Positives

• Conversion of preferred stock into common stock, increasing direct equity holding.
• Achieved a significant ownership stake of 9.9% in TransCode Therapeutics.
• The conversion was executed as planned following necessary approvals.

Negatives

• The conversion is contingent on stockholder approval, indicating potential uncertainty if approvals are not met.
• The filing does not provide details on the financial performance or strategic direction of TransCode Therapeutics, only ownership changes.

Risks

• The conversion is contingent upon Company stockholder approval of Proposals 1 and 2 from the proxy statement filed June 2, 2026.
• Future share price volatility of TransCode Therapeutics common stock.

Future Outlook

The future outlook is tied to the contingent conversion of preferred stock, which is dependent on stockholder approval of specific proposals. The filing does not contain explicit forward-looking financial guidance from the company.

Management Comments

• DEFJ submitted an irrevocable conversion notice, contingent upon Company stockholder approval of Proposals 1 and 2.
• DEFJ will convert Series B Preferred Stock into Common Stock on the third business day following approval of Proposals 1 and 2.

Industry Context

StockSavvy.ai notes that this filing reflects a common strategy where significant investors convert convertible securities to increase their direct equity stake, often in anticipation of key corporate events or to reach a specific ownership threshold. The reliance on stockholder approval highlights the importance of corporate governance and shareholder engagement in such transactions.

Stakeholder Impact

• Shareholders: Potential dilution from the conversion of preferred stock into common stock, though this was disclosed and contingent on approval.
• Management: The conversion may influence voting power and board representation dynamics if ownership thresholds are met.
• Creditors: No immediate impact indicated, as the filing focuses on equity ownership.

Next Steps

• Monitoring of TransCode Therapeutics' stockholder approval for Proposals 1 and 2.
• Observation of any further filings related to ownership changes or corporate actions by TransCode Therapeutics.

Key Dates

Keywords

TransCode Therapeutics, Schedule 13D, DEFJ, LLC, CK Life Sciences, Convertible Preferred Stock, Common Stock, Beneficial Ownership, Stockholder Approval