SCHEDULE: TransCode Therapeutics: DEFJ LLC Converts Preferred Stock

DEFJ LLC has submitted a conversion notice for Series B Preferred Stock in TransCode Therapeutics, Inc., contingent on stockholder approval of key proposals.

Summary

• DEFJ, LLC, a reporting person, has filed an amendment to its Schedule 13D regarding its holdings in TransCode Therapeutics, Inc.
• This filing is an amendment (Amendment No. 2) to a previous Schedule 13D filed on October 16, 2025, and amended on October 28, 2025.
• DEFJ, LLC directly holds 83,285 shares of TransCode Therapeutics' Common Stock, representing 8.8% of the outstanding shares as of May 12, 2026.
• The filing excludes shares issuable upon conversion of Series A and Series B Convertible Preferred Stock.
• On July 17, 2026, DEFJ submitted an irrevocable conversion notice to convert 21.6755 shares of Series B Preferred Stock into 216,755 shares of Common Stock.
• This conversion is contingent upon TransCode Therapeutics' stockholders approving Proposals 1 and 2 from the company's proxy statement filed on June 2, 2026.
• Upon approval and conversion, DEFJ expects to hold approximately 9.99% of the Company's outstanding Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it details a planned ownership adjustment contingent on standard corporate approvals rather than announcing new strategic initiatives or financial performance.

Positives

• DEFJ LLC is increasing its direct ownership stake in TransCode Therapeutics, Inc. through the conversion of preferred stock.
• The potential increase in ownership to approximately 9.99% indicates continued strategic interest in the company.

Negatives

• The conversion is contingent on stockholder approval, introducing uncertainty.
• The filing does not provide details on the specific nature or implications of Proposals 1 and 2, which are critical for the conversion.

Risks

• The conversion is contingent on the approval of specific proposals by TransCode Therapeutics' stockholders, which may not be granted.
• The filing does not detail the reasons for the proposed conversion or the strategic intent behind reaching the 9.99% ownership threshold.

Future Outlook

DEFJ, LLC plans to convert a portion of its Series B Preferred Stock into Common Stock, contingent on stockholder approval of specific proposals. If approved, this conversion will increase DEFJ's ownership to approximately 9.99% of the outstanding Common Stock.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes and potential shifts in control or influence within publicly traded companies, particularly in the biotechnology sector where strategic investments and consolidations are common.

Stakeholder Impact

• Shareholders: The conversion could impact share dilution and voting power depending on the total number of shares outstanding and the outcome of the stockholder vote.
• Management: May need to address stockholder concerns or questions related to the proposed conversion and its implications.

Next Steps

• TransCode Therapeutics, Inc. stockholders to vote on Proposals 1 and 2.
• DEFJ, LLC to convert Series B Preferred Stock into Common Stock on the third business day following approval of Proposals 1 and 2.

Key Dates

Recommendation

The filing indicates a planned increase in ownership by a significant stakeholder, which is a noteworthy event. However, without further information on the company's performance or the strategic rationale behind this move, a 'hold' recommendation is prudent, pending clarity on the stockholder vote and the company's future prospects.

Keywords

TransCode Therapeutics, Schedule 13D, DEFJ LLC, CK Life Sciences, Convertible Preferred Stock, Common Stock, SEC Filing, Ownership