Quarterly report
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________ FORM 10-Q ____________________________________________ For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number 001-40363 __________________________________________ TRANSCODE THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Its Charter) __________________________________________ Delaware (State or Other Jurisdiction of Incorporation or Organization) 81-1065054 (I.R.S. Employer Identification No.) 6 Liberty Square, #2382 Boston, Massachusetts (Address of Principal Executive Offices) 02109 (Zip Code) (857) 837-3099 (Registrant’s Telephone Number, Including Area Code) __________________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, $0.0001 par value per share RNAZ The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ At November 10, 2025, the registrant had 916,968 shares of Common Stock, $0.0001 par value per share, outstanding. ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒
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Table of Contents 1 TRANSCODE THERAPEUTICS, INC. QUARTERLY REPORT ON FORM 10-Q Table of Contents PAGENUMBER PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 4 BALANCE SHEETS AS OF SEPTEMBER 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024 4 STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED) 5 STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED) 6 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED) 7 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 8 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 35 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 53 ITEM 4. CONTROLS AND PROCEDURES 54 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 56 ITEM 1A. RISK FACTORS 56 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 59 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 59 ITEM 4. MINE SAFETY DISCLOSURES 59 ITEM 5. OTHER INFORMATION 59 ITEM 6. EXHIBITS 60 SIGNATURE 62
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Table of Contents 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” or the negative of these terms, or other comparable terminology, or variations. These forward-looking statements include, but are not limited to, statements about: Ø our cash position, our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources, our need for additional financing and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products; Ø a potential delisting of our common stock from trading on the Nasdaq Capital Market; Ø our ability to continue as a going concern; Ø the results and timing of our preclinical and clinical trial activities, including but not limited to our ability to timely enroll a sufficient number of patients to advance our clinical trials; Ø adverse global conditions, including economic uncertainty and tariffs; Ø our ability to expand our therapeutic candidate portfolio through internal research and development or the acquisition or in-licensing of intellectual property assets; Ø the therapeutic benefits, effectiveness and safety of our therapeutic candidates; Ø our ability to receive regulatory approval for our therapeutic candidates in the United States, Europe and other geographies; Ø the expected regulatory approval pathway for our therapeutic candidates; Ø potential changes in regulatory requirements and policies, and delays or negative outcomes from the regulatory approval process, including the effects of government shutdowns; Ø our ability to maintain adequate quality processes and oversight of vendors; Ø our ability to secure raw materials to support continued drug substance and drug product manufacturing; Ø our reliance on third-parties for the planning, conduct, management and monitoring of clinical trials, for the manufacture of clinical drug supplies and drug product meeting our specifications, and for other requirements; Ø our estimates of the size and characteristics of the markets that may be addressed by our therapeutic candidates; Ø market acceptance of our therapeutic candidates that are approved for marketing in the United States or other countries; Ø our ability to successfully commercialize our therapeutic candidates, if approved for marketing; Ø the safety and efficacy of therapeutics marketed by our competitors that are targeted to indications which our therapeutic candidates have been developed to treat; Ø our ability to utilize our proprietary technological approach to develop and commercialize our therapeutic candidates; Ø our heavy dependence on intellectual property, including our ability to source and maintain licenses from third-party owners or to develop intellectual property that we own; Ø our ability to protect our own or in-licensed intellectual property and operate our business without infringing the intellectual property rights of others; Ø our ability to attract, retain and motivate key personnel; Ø our ability to generate revenue and become profitable; Ø other risks and uncertainties, including those listed under the caption “Risk Factors” in our Annual Report on Form 10-K and in our other regulatory filings;
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Table of Contents 3 Ø the outcome of our Phase 1a clinical trial, which commenced in the third quarter of 2024 and for which analysis of results is ongoing, and our ability to complete this trial; Ø the impact of natural disasters, global pandemics (including further outbreaks of existing strains of COVID-19 or new variants of the virus), armed conflicts and wars, labor disputes, lack of raw materials or other supplies, issues with facilities and equipment, or other forms of disruption to business operations at our manufacturing or laboratory facilities or those of our vendors; Ø the impact of macroeconomic and geopolitical developments on our business, including rising inflation and capital market disruptions, changes in U.S. governmental agencies, legislative action, new or increased international tariffs and retaliatory tariffs, trade protection measures, economic sanctions and economic slowdowns or recessions that may result from such developments which could harm our research and development efforts as well as the value of our common stock and our ability to access capital markets; and Ø potential collaborations to license and commercialize any therapeutic candidates prior to or after we receive regulatory approval, if any, in the future in or outside the United States. The risks set forth above are not exhaustive. Other sections of this Quarterly Report on Form 10-Q may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events and with respect to our business and future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those described under “Risk Factors” in our Annual Report on Form 10-K and in our other regulatory filings and elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You are advised, however, to consult any further disclosure we make in our reports filed with the United States Securities and Exchange Commission, or SEC. This Quarterly Report on Form 10-Q may include data that we obtained from industry publications and third-party research, surveys and studies. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. This Quarterly Report on Form 10-Q also may include data based on our own internal estimates and research, including estimates regarding the impact of pandemics (or related pandemic impacts caused by coronavirus variants or otherwise) and other geopolitical factors on our financial performance and business operations. Our internal estimates have not been verified by any independent source and, while we believe any data obtained from industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data. Such third-party data, as well as our internal estimates and research, are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in our Annual Report on Form 10- K and in our other regulatory filings and elsewhere in this Quarterly Report on Form 10-Q. These and other factors could cause our results to differ materially from those expressed in this Quarterly Report on Form 10- Q. This Quarterly Report on Form 10-Q may contain trademarks, service marks and trade names of third- parties which are the property of their respective owners. Our use or display of third-parties’ trademarks, service marks, trade names or products in this Quarterly Report on Form 10-Q is not intended to, and does not, imply a relationship with such parties, or any endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this Quarterly Report on Form 10-Q may appear without the ®, TM or SM symbols, but the omission of such symbols is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names. For purposes of this Quarterly Report on Form 10-Q, TransCode Therapeutics® is referred to as TransCode. Additionally, “we,” “our,” “us” and the “Company” refer to TransCode.
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Table of Contents 4 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TRANSCODE THERAPEUTICS, INC. BALANCE SHEETS September 30, December 31, 2025 2024 Assets (Unaudited) Current assets: Cash $ 2,835,916 $ 5,811,064 Grant receivable 198,296 — Prepaid expenses and other current assets 1,716,836 1,282,274 Total current assets 4,751,048 7,093,338 Property and equipment, net of depreciation 19,908 51,574 Right-of-use asset, net of amortization — 37,731 Security deposit — 111,856 Deferred offering costs 455,726 — Total assets $ 5,226,682 $ 7,294,499 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 2,967,828 $ 2,708,137 Deferred grant income — 25,408 Short-term lease liability — 38,291 Total current liabilities 2,967,828 2,771,836 Long-term liabilities: Warrant liability - Series C 832,875 517,871 Warrant liability - Series D — 6,023,526 Long-term liabilities 832,875 6,541,397 Total liabilities 3,800,703 9,313,233 Stockholders’ equity (deficit): Preferred stock – $0.0001 par value; 10,000,000 shares authorized at September 30, 2025, and December 31, 2024; -0- shares issued or outstanding at September 30, 2025, and December 31, 2024 — — Common stock – $0.0001 par value, 290,000,000 shares authorized at September 30, 2025, and December 31, 2024; 833,683 and 36,753 shares issued and outstanding at September 30, 2025, and December 31, 2024, respectively 84 4 Additional paid-in capital 85,845,777 61,183,178 Accumulated deficit (84,419,882) (63,201,916) Total stockholders’ equity (deficit) 1,425,979 (2,018,734) Total liabilities and stockholders’ equity (deficit) $ 5,226,682 $ 7,294,499 The accompanying notes are an integral part of these unaudited financial statements.
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Table of Contents 5 TRANSCODE THERAPEUTICS, INC. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating expenses Research and development $ 3,161,064 $ 1,227,386 $ 7,946,573 $ 6,067,983 General and administrative 1,400,136 938,026 4,006,941 4,500,326 Total operating expenses 4,561,200 2,165,412 11,953,514 10,568,309 Operating loss (4,561,200) (2,165,412) (11,953,514) (10,568,309) Other income (expense) Change in fair value of warrant liabilities (279,161) — (9,675,797) — Grant income 22,174 11,953 523,704 39,010 Currency exchange gain (loss) (32,051) (157,315) (106,726) (285,258) Interest income 147 179 441 525 Interest expense (5,960) (10,792) (6,074) (24,981) Total other income (expense) (294,851) (155,975) (9,264,452) (270,704) Net loss attributable to common stockholders $ (4,856,051) $ (2,321,387) $(21,217,966) $(10,839,013) Basic and diluted net loss per share Net loss attributable to common stockholders $ (4,856,051) $ (2,321,387) $(21,217,966) $(10,839,013) Weighted-average common shares outstanding 833,683 15,893 615,264 9,696 Net loss per share $ (5.82) $ (146.06) $ (34.49) $ (1,117.89) The accompanying notes are an integral part of these unaudited financial statements.
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Table of Contents 6 TRANSCODE THERAPEUTICS, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) TotalAdditional Stockholders’Common Stock Paid-In Accumulated Equity Shares Amount Capital Deficit (Deficit)Nine months ended September 30, 2025 Balance, December 31, 2024 36,753 $ 4 $61,183,178 $(63,201,916) $ (2,018,734)Net loss — — — (12,085,413) (12,085,413)Issuances of common stock, net 796,930 80 8,854,717 — 8,854,797Exercise of Series D warrants — — 15,384,319 — 15,384,319Share-based compensation — — 157,729 — 157,729Balance, March 31, 2025 (unaudited) 833,683 84 85,579,943 (75,287,329) 10,292,698Net loss — — — (4,276,502) (4,276,502)Share-based compensation — — 131,510 — 131,510Balance, June 30, 2025 (unaudited) 833,683 84 85,711,453 (79,563,831) 6,147,706Net loss — — — (4,856,051) (4,856,051)Share based compensation — — 134,324 — 134,324Balance, September 30, 2025 (unaudited) 833,683 $ 84 $85,845,777 $(84,419,882) $ 1,425,979 Nine months ended September 30, 2024 Balance, December 31, 2023 679 $ — $48,057,158 $(46,416,344) $ 1,640,814Net loss — — — (3,326,812) (3,326,812)Issuances of common stock, net 5,607 1 6,087,140 — 6,087,141Share-based compensation — — 183,152 — 183,152Balance, March 31, 2024 (unaudited) 6,286 1 54,327,450 (49,743,156) 4,584,295Net loss — — — (5,190,814) (5,190,814)Issuances of common stock, net 1,577 — 785,198 — 785,198Share-based compensation — — 1,143,595 — 1,143,595Balance, June 30, 2024 (unaudited) 7,863 1 56,256,243 (54,933,970) 1,322,274Net loss — — — (2,321,387) (2,321,387)Issuances of common stock, net 10,823 1 2,446,795 — 2,446,796Share based compensation — — 204,482 — 204,482Balance, September 30, 2024 (unaudited) 18,686 $ 2 $58,907,520 $(57,255,357) $ 1,652,165 The accompanying notes are an integral part of these unaudited financial statements.
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Table of Contents 7 TRANSCODE THERAPEUTICS, INC. STATEMENTS OF CASH FLOWS (Unaudited) Nine months endedSeptember 30, 2025 2024 Cash flows from operating activities: Net loss $(21,217,966) $(10,839,013) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 31,666 80,548 Amortization of right-of-use asset 37,731 331,454 Share-based compensation expense 423,563 1,531,229 Change in fair value of warrant liabilities 9,675,797 — Changes in assets and liabilities: Prepaid expenses and other current assets (434,562) (36,927) Accounts payable and accrued expenses 259,691 (919,800) Deferred grant income (25,408) (27,057) Grants receivable (198,296) (11,953) Security deposit 111,856 — Operating lease liability (38,291) (298,091) Net cash used in operating activities (11,374,219) (10,189,610) Cash flows from investing activities: Purchase of equipment — (21,261) Net cash used in investing activities — (21,261) Cash flows from financing activities: Net proceeds from sales of common stock 8,854,797 9,319,135 Payments of deferred offering costs (455,726) — Net cash provided by financing activities 8,399,071 9,319,135 Net change in cash (2,975,148) (891,736) Cash, beginning of period 5,811,064 2,767,598 Cash, end of period $ 2,835,916 $ 1,875,862 Supplemental disclosure of cash flow Cash paid during the period for: Interest related to insurance premium payment plan $ 5,960 $ 16,629 Supplemental disclosure of non-cash investing and financing activities: Exercise of Series D warrants $15,384,319 $ — The accompanying notes are an integral part of these unaudited financial statements.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) (1) Nature of Business and Liquidity TransCode Therapeutics, Inc. (the “Company” or “TransCode”) was incorporated on January 11, 2016, under the laws of the State of Delaware. TransCode is a biopharmaceutical company focused primarily on developing and commercializing innovative drugs for treating cancer. TransCode is a clinical-stage company. The Company’s lead therapeutic candidate, TTX-MC138, comprises an oligonucleotide conjugated to an iron oxide nanoparticle designed to be administered by infusion to inhibit the ability of metastatic tumor cells to survive. The goal of the therapy, if approved, is to achieve durable disease regression, progression-free survival and long-term patient survival. On October 8, 2025, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited liability company, (“DEFJ”) pursuant to which the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company, (“ABCJ”) (such transaction, the “Acquisition”). Prior to the Acquisition, ABCJ was a wholly owned subsidiary of DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int’l., (Holdings) Inc., a listed entity on the Main Board of the Hong Kong Stock Exchange. See Note 16. ABCJ owns 100% of the issued and outstanding membership interests of Polynoma, LLC, a Delaware limited liability company, (“Polynoma”) headquartered in San Diego, California. Polynoma is an immuno- oncology focused biopharmaceutical company developing seviprotimut-L, a Phase 3-ready investigational polyvalent antigen vaccine intended to reduce the risk of recurrence of melanoma in patients in stage IIB and IIC who have limited options. Seviprotimut-L has been safely administered in clinical trials in more than 1,000 patients. The Company intends to work on developing both TTX-MC138 and seviprotimut-L, with the initial focus on advancing TTX-MC138 in a planned Phase 2a clinical trial. The Company believes there is potential to augment seviprotimut-L's focus with TTX-MC138 by addressing micrometastases in stage IIB and IIC melanoma patients. Concurrent with the Acquisition, the Company entered into an Investment Agreement (the “Investment Agreement”) with DEFJ. Pursuant to the Investment Agreement, DEFJ agreed to purchase, and the Company agreed to issue and sell in a private placement, an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock, par value $0.0001 per share, (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”) for a price per share of $111,740, for an aggregate purchase price of approximately $25 million. The aggregate purchase price consisted of a cash subscription amount of $20 million paid on October 8, 2025, and a promissory note (the “Promissory Note”) in the aggregate principal amount of approximately $5 million (together, the “October 2025 Investment”). The Promissory Note has a principal amount of approximately $5 million and accrues interest at a rate of 4% per annum, calculated as simple interest on a 365-day year. The principal and accrued but unpaid interest are due and payable on January 1, 2026, and secured by 44.7467 shares of the Series B Preferred Stock issued to DEFJ. Each share of Series B Preferred Stock is convertible into 10,000 shares of Common Stock. The Company has not generated revenues and has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. The Company is subject to those risks associated with any early- stage biopharmaceutical company that requires substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approvals, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital. The Company plans to expand development of its lead therapeutic candidate and other candidates, and to explore strategic partnerships. Management believes that its cash at September 30, 2025, along with the net proceeds from the October 2025 Investment, is sufficient to fund operations and capital requirements into the fourth quarter 2026.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 9 To further support its planned operations, the Company will require additional capital; however, the Company cannot be certain that additional funding will be available on acceptable terms, or at all. Through the date of these financial statements, the Company’s primary source of capital was from the sale of equity securities in its initial public offering (“IPO”) and subsequent financings, sales of convertible promissory notes prior to the IPO, and funds received under SBIR Awards beginning in April 2021. For the foreseeable future, the Company plans to fund its operations by continuing to raise additional capital, primarily through sales of equity or debt, and from funds that may be awarded under government and other grants. To the extent the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution. Any debt financing, if available, may include potentially dilutive features and include restrictive covenants that impact the Company’s ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly scale back its planned operations or (ii) relinquish or otherwise dispose of rights to technologies on unfavorable terms. Going Concern These financial statements have been prepared under the assumption that the Company will continue as a going concern which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business. Due to the Company’s recurring and expected continuing losses from operations, the Company has concluded there is substantial doubt concerning its ability to continue as a going concern within one year of the issuance of these financial statements without additional capital becoming available. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. To date, the Company has incurred substantial losses and negative cash flows from operations. It expects to continue to incur operating losses for the foreseeable future as it pursues development of its lead therapeutic candidate and other programs. Operating losses are expected to continue until such time, if ever, that the Company can generate significant revenue from product candidates currently in development. The Company is unable to predict the extent of any future losses or when the Company will become profitable, if ever. For the nine months ended September 30, 2025, net cash used in operating activities was approximately $11.4 million and the Company’s net loss was approximately $21.2 million. As of September 30, 2025, the Company had an accumulated deficit of approximately $84.4 million and approximately $2.8 million in cash. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The interim financial statements included herein are unaudited. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, these financial statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of the Company at September 30, 2025, its results of operations for the three and nine months ended September 30, 2025 and 2024, and its cash flows for the nine months ended September 30, 2025 and 2024. The interim results of operations are not necessarily indicative of the results to be expected for a full year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2024, and notes thereto contained in the Company’s Annual Report on Form 10-K, filed with the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations relating to interim financial statements.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 10 (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include but are not limited to the valuation of share-based compensation, valuation of warrant liability, income from grants, and accrued research and development costs. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates. (c) Basic and Diluted Loss per Share Basic net loss per share is determined by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share includes the effect, if any, from the potential conversion, vesting or exercise of securities (“Contingent Securities”) such as convertible promissory notes, stock options and warrants which would result in the issuance of additional shares of common stock. The computation of diluted net loss per shares does not include the conversion or exercise of Contingent Securities when the effect of doing so would be antidilutive. (d) Cash The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with original maturities of three months or less as cash. To date, the Company has not held any funds in money market funds or instruments with original maturities of three months or less. The Company holds significant cash balances in U.S. banks which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or lack of access to such funds could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. (e) Fair Value of Financial Instruments The Company’s financial instruments as of the balance sheet dates included cash, grant receivable, prepaid expenses and other current assets, right-of-use asset, accounts payable and accrued expenses, deferred grant income, and current and long-term portion of lease liability. Cash is reported at fair value. The recorded carrying amounts of grant receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, deferred grant income, and current and long-term portion of lease liability approximate their fair value due to their short-term or fixed arrangements nature. (f) Research and Development Research and development (“R&D”) costs generally are expensed as incurred and primarily comprise expenses to discover, research and develop therapeutic candidates. These expenses may include personnel costs, share-based compensation expense, materials and supplies, allocated facility-related and depreciation expenses, third-party license fees, and costs under arrangements with third-party vendors, such as contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and consultants. Non- refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as expenses as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 11 The Company has entered into various research and development-related contracts with companies both inside and outside the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of manufacturing and clinical studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Patent Costs All legal fees and expenses and costs related to patent-related filings with governmental authorities incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Other patent costs are classified as R&D expenses. (g) Grant Income Funds from grants are recognized as grant income in the statements of operations as and when earned for the specific research and development projects for which the grants are designated. In April 2021 and September 2024, the Company received awards (the “Awards”) from the National Cancer Institute in support of the Company’s lead therapeutic candidate. Since there is no transfer of ownership of the work performed under the Awards, and the Company does not lose control over the work performed under the Awards, the Company deems the Awards funds as contributions. Grant payments received in excess of grant income earned are recorded as deferred grant income on the Company’s balance sheets until the related income has been earned. Grant income earned in excess of grant payments received is recorded as grant receivable on the Company’s balance sheets. (h) Share-Based Compensation Share-based compensation, if any, for employees and non-employees is measured at the grant date based on the fair value of the award. The Company recognizes compensation expense, if any, for awards to employees and directors over the requisite service period, which is generally the vesting period of the respective award, and for awards to non-employees over the period during which services are rendered by such non-employees until completed. Under applicable accounting standards, the fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company classifies share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Forfeitures are accounted for as they occur. The estimated fair value of the common stock used by the Company to determine the expense of option awards is the closing Nasdaq price of the Company’s common shares on the date of each award. Other factors used in calculating the fair value of share-based awards represented management’s best estimates, some of which involve inherent uncertainties and the application of management’s judgment. As a result, if factors were to change and management were to use different assumptions, share-based compensation expense could be materially different. Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. When private, the Company lacked Company-specific historical and implied volatility information for its stock. Therefore, it estimated its expected stock price volatility based on the historical volatility of publicly- traded peer companies and expects to continue to do so until such time, if ever, as it has adequate historical data regarding the volatility of its own publicly-traded stock price. The expected life of options awarded was estimated using the simplified method because the Company has limited historical information on which to base reasonable expectations about future exercise patterns and post-vesting employment. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 12 at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay cash dividends in the foreseeable future. (i) Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Laboratory equipment 3 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term When assets are retired or otherwise disposed of, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements of operations in the period of disposal. Expenditures for repairs and maintenance are charged to expense as incurred. (j) Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of the dates of the Company’s balance sheets herein, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, “Income Taxes” (“ASC 740”). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are currently no open federal or state tax audits. The Company has not recorded any liability for uncertain tax positions at the dates of the Company’s balance sheets herein. (k) Emerging Growth Company Status The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of a public offering or such earlier time that it is no longer an EGC.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 13 (l) Reverse Stock Splits On May 23, 2023, the Company effected a reverse split of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, (the “2023 Reverse Split”) previously approved by the Company’s Board of Directors (“Board”) and stockholders of the Company. The 2023 Reverse Split was at a ratio of one share for every 20 shares previously held with no change in the par value per share. The 2023 Reverse Split did not change the number of authorized shares of common stock. On January 16, 2024, the Company effected a reverse split of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, (the “January 2024 Reverse Split”) previously approved by the Board and stockholders of the Company. The January 2024 Reverse Split was at a ratio of one share for every 40 shares previously held with no change in the par value per share. The January 2024 Reverse Split did not change the number of authorized shares of common stock. On December 4, 2024, the Company effected a reverse split of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, (the “December 2024 Reverse Split”) previously approved by the Board and stockholders of the Company. The December 2024 Reverse Split was at a ratio of one share for every 33 shares previously held with no change in the par value per share. The December 2024 Reverse Split did not change the number of authorized shares of common stock. On May 15, 2025, the Company effected a reverse split of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, (the “May 2025 Reverse Split”) previously approved by the Company’s Board of Directors (“Board”) and stockholders of the Company. The May 2025 Reverse Split was at a ratio of one share for every 28 shares previously held with no change in the par value per share. The May 2025 Reverse Split did not change the number of authorized shares of common stock. All common stock share and per share data, and exercise price data for applicable common stock equivalents, included in these financial statements have been retroactively adjusted to reflect the foregoing reverse stock splits. (m) Collaboration Agreements When the Company enters into a collaboration agreement, it evaluates the arrangement against the requirements of ASC 808, “Collaborative Arrangements,” as well as ASU 2018-18 which clarifies the interaction between Topic 808 and Topic 606. ASU 2018-18 indicates that collaborative arrangements could be partially in the scope of other guidance, including ASC 606. (n) Leases From time to time, the Company leases certain office and laboratory space. At inception, the Company determines if a contract or arrangement contains a lease. Leases are evaluated and classified as either operating or finance leases. A lease is classified as a finance lease if any of the following criteria are met: (i) ownership of the underlying asset transfers to the Company by the end of the lease term; (ii) the lease contains an option to purchase the underlying asset that the Company is reasonably expected to exercise; (iii) the lease term is for a major part of the remaining economic life of the underlying asset; (iv) the present value of the sum of lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset; or (v) the underlying asset is of a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease that does not meet any of the criteria to be classified as a finance lease is classified as an operating lease. Operating leases are included on the balance sheets as right-of-use (“ROU”) assets, net; current portion of operating lease liabilities; and operating lease liabilities. ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. Where leases do not provide an implicit rate for
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 14 use in determining the present value of future payments, the Company uses an incremental borrowing rate that represents the cost of borrowing on a collateralized basis for a period equal to the expected lease term. ROU assets also include any lease payments made and exclude any lease incentives and initial direct costs incurred. Lease terms may include periods under options to extend the lease or terminate the lease prior to expiration when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, including rent abatement periods and rent holidays. While lease liabilities are not remeasured as a result of changes to these costs, changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Finance leases are included on the balance sheets as property and equipment, net; current maturities of long-term debt; and long-term debt. Finance lease costs are split between depreciation expense related to the asset and interest expense on the lease liability, using the effective rate charged by the lessor. The Company has elected to account for lease and non-lease components separately. Additionally, the Company has elected not to record short-term leases, those with expected terms of twelve months or less, on the balance sheets. Certain lease agreements include fixed escalations, while others include rental payments adjusted periodically for inflation. (o) Warrant Accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding. For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and their fair value at each balance sheet date thereafter. Changes in the estimated fair value of warrants classified as liabilities are recognized as a non-cash gain or loss on the statements of operations. Warrants the Company issued upon financings in January and July 2024 and in March 2025 met the criteria for equity classification under ASC 815 and were classified as equity. Warrants the Company issued upon a financing that closed December 2, 2024, did not meet the criteria for equity classification under ASC 815 and were classified as liabilities. (p) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s financial position, results of operations, and cash flows, or do not apply to its operations. In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, (“ASU 2023-09”) which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2025. Early adoption is permitted. The
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 15 Company is currently evaluating the impact of this ASU on its income tax disclosures within its financial statements and expects changes to its income tax disclosure. In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses” (“ASU 2024- 03”). ASU 2024-03 will require more detailed information about the types of expenses in commonly presented income statement captions such as “Cost of sales” and “Selling, general and administrative expenses”. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that this change will have on the Company’s disclosures. (3) Fair Value Measurements ASC 820, “Fair Value Measurements”, provides guidance on the development and disclosure of fair value measurements. The Company follows this guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The guidance requires that fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs which are supported by little or no market activity with values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of the dates of the Company’s balance sheets herein. The carrying amount of cash, grant receivable, prepaid expenses and other current assets, right-of-use asset, accounts payable and accrued expenses, deferred grant income, and current and long-term portion of lease liability approximated their fair value due to their short-term or fixed arrangements nature. Warrant liabilities were recorded based on their assessed fair value. The Company records warrant liability for warrants issued in the December 2, 2024, financing transaction at assessed fair value, a Level 3 measurement on the fair value hierarchy due to the significant unobservable inputs used in their valuation such as probability-weighted outcomes regarding shareholder approval and potential de-listing of the Company stock. The fair value of the warrant liability at December 31, 2024, was determined using a Monte Carlo simulation model within a risk-neutral framework. This widely accepted financial modeling approach is employed to value complex instruments, including warrants with strike price reset and anti-dilution provisions. The model simulates multiple potential future paths for the Company’s stock price, accounting for the reset provision by adjusting the strike price if the stock price falls below a specified level, but not lower than the specified Floor Price. Upon each reset of the strike price, the quantity of warrants was also adjusted based on the warrants’ anti-dilution provisions. For each simulated path, the warrant’s payoff is calculated using the final stock price and the potentially adjusted strike price and quantity, then discounted to present value. The fair value is estimated as the average of these discounted payoffs across all simulated paths. This method ensures the valuation reflects the impact of the strike price reset provision and anti-dilution provision on the warrants’ potential values.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 16 The table below lists key assumptions used in the valuations of the warrant liability as of September 30, 2025, and December 31, 2024. The $833 thousand fair value of the Series C Warrants as of September 30, 2025, was an increase of $315 thousand from December 31, 2024, which increase was recorded as change in fair value of warrant liability. Fair value as of September 30, 2025, was determined using a Black-Scholes valuation model which the Company deemed appropriate as both the exercise price of the warrants and the number of shares issuable were known, no longer requiring use of a simulation model, such as the Monte Carlo valuation model, used to determine fair value at December 31, 2024. Assumptions September 30, 2025 December 31, 2024 Risk-free rate 3.68% 4.33% Volatility 115.00% 150.00% Expiration date of Series C February 24, 2030 November 29, 2029 Expiration date of Series D N/A May 29, 2027 Shareholder approval date N/A February 25, 2025 Potential de-listing date N/A N/A The fair value of the warrant liability is as follows: Warrants Warrants Total Warrant Level 3 Rollforward: Series C Series D Liability Balance, December 31, 2023 $ — $ — $ — Additions 501,961 5,100,746 5,602,707 Change in fair value 15,910 922,780 938,690 Balance, December 31, 2024 517,871 6,023,526 6,541,397 Additions — — — Change in fair value 315,004 9,360,793 9,675,797 Exercise of Series D warrants — (15,384,319) (15,384,319) Balance, September 30, 2025 $ 832,875 $ — $ 832,875 (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, December 31, 2025 2024 Prepaid operating expenses $ 18,149 $ 31,563 Contract manufacturers and research organizations 882,137 517,484 Insurance premiums 458,051 310,735 Prepaid FICA 358,499 422,492 $1,716,836 $1,282,274
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 17 (5) Property and Equipment Property and equipment, net, consisted of the following: September 30, December 31, 2025 2024 Laboratory and computer equipment $ 362,387 $ 362,387 Less accumulated depreciation (342,479) (310,813) Total property and equipment, net $ 19,908 $ 51,574 Depreciation expense for the three months ended September 30, 2025 and 2024, was $4,781 and $16,031, respectively, and $31,666 and $80,548, respectively, for the nine months ended September 30, 2025 and 2024. (6) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: September 30, December 31, 2025 2024 Professional and general consulting fees $ 735,248 $1,282,428 R&D-related – CMOs, CROs, supplies, equipment and consulting 1,735,281 1,148,917 General expenses 60,493 143,988 Insurance premiums 145,036 765 Payroll and benefits 216,770 131,342 Accrued license payments 75,000 697 $2,967,828 $2,708,137 At September 30, 2025, and December 31, 2024, the Company’s outstanding payables to CROs or CMOs included above were $1,153,186 and $997,074, respectively. See Note 8 for further information regarding accrued license payments. (7) Grant Income In September 2024, the Company received its second Award (the “2024 Award”) from the National Cancer Institute of the National Institutes of Health (the “NIH”). The 2024 Award is a Direct to Phase II SBIR Award to support IND-enabling and clinical trial activities in the Company’s clinical trial with its lead candidate, TTX-MC138, over two years. The total 2024 Award is for $1,999,972 of which $1,011,207 applies to the first year and $988,765 applies to the second year. The Company recognized grant income of $22,174 and $11,953 for the three months ended September 30, 2025 and 2024, respectively, and $523,704 and $39,010, respectively, for the nine months ended September 30, 2025 and 2024. The Company had deferred grant income of $0 at September 30, 2025, and $25,408 at December 31, 2024. The Company had grant receivable of $198,296 at September 30, 2025, and $0 at December 31, 2024. (8) Commitments and Contingencies (a) Operating Lease In December 2022, the Company signed an agreement to sublease 4,837 square feet of laboratory and office space in Newton, Massachusetts, from another biopharmaceutical company. The Company considered this sublease an
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 18 operating lease with estimated right-of-use assets and lease liabilities of $874,957 recorded upon lease commencement on February 1, 2023. The sublease had an initial term of 24 months, and the Company had the option to extend the sublease for an additional 12 months but did not elect to exercise the option. Because the Company did not believe that the exercise of this option was probable, it did not include it in determination of the lease amounts. The base monthly rent was $37,285 during the first 12 months of the lease and $38,403 in the second 12 months. In addition, the Company was responsible for its share of operating expenses, real estate taxes, and utilities based on the actual costs of these items. Upon termination of this lease on January 31, 2025, the Company relocated its business operations to another location under a six-month agreement for $3,520 per month with options to renew semi-annually. Rent expense for the three months ended September 30, 2025 and 2024, was $11,295 and $111,190, respectively, and $68,573 and $289,153, respectively, for the nine months ended September 30, 2025 and 2024. (b) License Agreements In November 2018, the Company licensed the exclusive rights to certain intellectual property to support development of its therapeutic candidates (“License”). The intellectual property licensed by the Company is owned by The General Hospital Corporation, d/b/a Massachusetts General Hospital, (“Licensor”). Payments by the Company under the license agreement included a one-time non-refundable fee of $50,000 paid after execution of the License; reimbursement of Licensor’s patent costs which, at execution of the License, were approximately $145,000; a minimum annual license fee of $25,000 payable within 60 days of each anniversary of the effective date of the License prior to the first commercial sale of a product or process covered by the License; milestone payments upon attainment of certain milestone events; royalties based on net sales of products covered by the patent-related rights; and a portion of any sublicense income received by the Company. The Company is responsible for the development and commercialization of the licensed assets and for meeting certain milestones set forth in the License. Royalties to be paid to Licensor shall be assessed on net sales of licensed products on a country-by- country basis in an amount equal to 3.0% for therapeutic products or processes, and 6.0% for clinical diagnostic products and processes. The Company shall pay Licensor 30% of any and all sublicense income. In November 2020, the Company and Licensor amended the November 2018 license. Under the amendment, the intellectual property licensed in 2018 was categorized as “Patent Family 1” and a provisional patent filing related to the Company’s nanoparticle technology was added to Patent Family 1. A second patent family (“Patent Family 2”) was created which includes Licensor intellectual property targeting PD-L1. The minimum annual license fee prior to the first commercial sale of a product or process covered by the License was increased from $25,000 per year to $30,000 per year for Patent Family 1 and a minimum annual license fee of $10,000 per year was added related to Patent Family 2. All other terms of the License including milestone payments, royalties and payment terms related to sublicense income received by the Company remain the same as in the original License. Effective August 15, 2025, the Company and Licensor further amended the License (the “Second Amendment”) to revise the diligence requirements and milestone payments. In connection with the Second Amendment, Company paid Licensor a license amendment fee of $75,000. The Second Amendment revised certain one-time milestone payments to be made by Company to Licensor, for Products and Processes covered by each Patent Family as follows The Second Amendment revised certain one-time milestone payments to be made by us to Licensor for Products and Processes covered by the License as follows: (i) a certain dollar amount within sixty (60) days following dosing of first patient in the first phase II clinical trial for a Therapeutic Product or Therapeutic Process for each Patent Family; (ii) a certain dollar amount within sixty (60) days following dosing of first patient in the first phase III clinical trial for a Therapeutic Product or Therapeutic Process for each Patent Family; and
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 19 (iii) a certain dollar amount within sixty (60) days following the First Commercial Sale for a Therapeutic Product or Therapeutic Process for each Patent Family. In addition, upon the occurrence of a Change of Control Liquidity Event (as defined in the Second Amendment), the Company shall pay Licensor up to a certain dollar amount. The Company has the right to terminate the License at any time by giving 90 days’ advance notice subject to the payment of any amounts due under the License at that time. The License may also be terminated for cause by either party upon the breach of the material obligations of the other party or the bankruptcy or liquidation of the other party. If the Company does not terminate the License, the term of the License shall continue until the latest of (i) the date on which all issued patents and filed patent applications subject to the License have expired or been abandoned; (ii) expiration of the last to expire regulatory exclusivity covering a covered product or process; or (iii) 10 years after the first commercial sale. The License requires the Company to make royalty payments beyond the term of the License at 1.5%. The milestone payments the Company shall pay to Licensor shall not exceed $2,950,000 based upon and subject to the attainment of each milestone event. These payments are generally due within 60 days of achievement of the milestone. As of September 30, 2025, and December 31, 2024, no milestone events had been achieved. Accrued License Obligations At September 30, 2025, and December 31, 2024, the Company had accrued $75,000 and $697, respectively, in license payments under the foregoing arrangements included in accounts payable and accrued expenses. (c) Collaboration Agreement On July 29, 2022, the Company signed a five-year strategic collaboration agreement with The University of Texas M. D. Anderson Cancer Center (“MD Anderson”). Under the collaboration, the Company anticipated making certain expenditures with respect to Phase I and Phase II clinical trials which it expected would be conducted in part through MD Anderson as a clinical trial site. MD Anderson was also to provide preclinical work under the collaboration. The details of clinical and preclinical work were to be mutually agreed by the parties prior to commencing work. The Company committed to fund up to $10 million over the term of the collaboration. Of this amount, the initial payment schedule called for $500,000 to be paid within the first year. Subsequent payments were scheduled to be $2 million on the first anniversary of the effective date of the agreement and $2.5 million on each of the second, third and fourth anniversaries thereof. In late 2024, the Company and MD Anderson agreed to amend the collaboration agreement in favor of MD Anderson focusing solely on participation in the Company’s Phase 1/II clinical trial. This amendment relieves the Company from the obligation to make up to $10 million of collaboration payments. The Company is obligated to pay clinical trial charges incurred by MD Anderson in connection with clinical trial work conducted by MD Anderson. The $250,000 first payment made by the Company to MD Anderson in January 2023 was recorded as a Prepaid Expense pending such time as payments under the collaboration became due. As work under the collaboration is performed by MD Anderson, the Company records research and development costs in its statements of operations. Initial expenses of the clinical trial have been charged against the initial payment made to MD Anderson. For the nine months ended September 30, 2025 and 2024, these charges were $146,372 and $0, respectively.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 20 (d) Employment Agreements Prior to the IPO, the Company entered into employment agreements with its executive officers which became effective on completion of the IPO. The employment agreements provide the employee with, among other things, severance payments upon termination of the agreement by the Company for any reason other than for cause, death or disability or by the employee for good reason. At September 30, 2025, the maximum aggregate severance payments under the agreement then in effect, which arise in the event of termination involving a Change of Control (as defined in the agreement), was approximately $1,296,000. On October 6, 2025, Philippe Calais was appointed as Chief Executive Officer and the Company entered into an employment agreement with Dr. Calais, effective October 8, 2025. See Note 16. (e) Litigation The Company may from time to time be subject to claims by others under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and cash flows. At the balance sheet dates herein, the Company did not know of any claims or actions pending against it or threatened, the ultimate disposition of which could have a material adverse effect on its results of operations or financial condition except claims by an investment bank that it is entitled to fees, claims which the Company rigorously disputes. (f) Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board and executive officers that require the Company, among other things, to indemnify the parties against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any costs as a result of payments required by such indemnifications. The Company is not aware of any claims for indemnification that could have a material adverse effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of the balance sheet dates herein. (g) Risks and Uncertainties As geopolitical events such as wars in the Ukraine and the Middle East and major health issues such as SARS-CoV-2, or the coronavirus, continue to evolve, the extent to which they affect the Company’s operations directly or through parties on whom the Company depends is highly uncertain and cannot be predicted with confidence. The outcomes resulting from these events could delay the Company’s plans, increase its operating expenses and have a material adverse effect on its financial position, results of operations or cash flows. (9) Stockholders’ Equity (Deficit) (a) Overview The Company’s Certificate of Incorporation, originally filed on January 11, 2016, was amended on April 15, 2020, to increase the number of shares of common stock authorized and to authorize the issuance of preferred stock. The Company’s Certificate of Incorporation was further amended and restated on April 27, 2021, on May 22, 2023, to effect the May 2023 Reverse Split, on January 16, 2024, to effect the January 2024 Reverse Split, on December 4, 2024, to
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 21 effect the December 2024 Reverse Split, and on May 5, 2025, to effect the May 2025 Reverse Split. The total number of shares which the Company is authorized to issue is 300,000,000, each with a par value of $0.0001 per share. Of these shares, 290,000,000 shall be common stock and 10,000,000 shall be preferred stock. At September 30, 2025, and December 31, 2024, the Company had 833,683 and 36,753 shares of common stock issued and outstanding, respectively. The preferred stock is undesignated; no shares of preferred stock have been issued through September 30, 2025. On January 22, 2024, the Company closed an offering under a Securities Purchase Agreement with purchasers named therein pursuant to which the Company sold approximately 465 shares of common stock, approximately 5,968 pre-funded warrants (“PFWs”), and approximately 12,864 warrants to purchase common stock (the “January 2024 Warrants”), in a registered direct offering at a purchase price of $1,127.28 per share (or $1,118.04 per PFW) (the “January 2024 RDO”). The January 2024 Warrants became exercisable commencing on issuance and are exercisable for three and one-half years from the date of issuance at an exercise price of $1,127.28 per share. Net proceeds from the January 2024 RDO, after deducting fees payable to the placement agent and other offering expenses, were approximately $6.1 million. The PFWs sold in the January 2024 RDO were exercisable at an exercise price of $9.24 per share. All PFWs sold in the January 2024 RDO were exercised prior to April 30, 2024. In connection with the January 2024 RDO, the Company also issued the placement agent warrants to purchase up to approximately 386 shares of common stock (the “January 2024 Placement Agent Warrants”). The January 2024 Placement Agent Warrants became exercisable on issuance, expire three and one-half years following the date of sale and have an exercise price per share of $1,409.10. See Note 10. On July 22, 2024, the Company entered into a Placement Agency Agreement with ThinkEquity LLC pursuant to which the Company issued and sold approximately 10,823 shares of common stock in a best efforts public offering at a purchase price of $277.20 per share (the “July 2024 Offering”). Net proceeds from the July 2024 Offering, after deducting discounts, commissions and fees paid to the placement agent and other offering expenses, were approximately $2.4 million. In connection with the July 2024 Offering, the Company also issued warrants to the placement agent to purchase up to approximately 542 shares of common stock (the “July Placement Agent Warrants”). The July Placement Agent Warrants become exercisable January 18, 2025, expire July 22, 2029, and have an exercise price of $346.50 per share. See Note 10. On December 2, 2024, the Company closed an offering under a Securities Purchase Agreement with purchasers named therein pursuant to which the Company sold 6,180 shares of common stock, 16,786 PFWs, together with 22,966 Series C Warrants to purchase common stock (the “Series C Warrants”), and 22,966 Series D Warrants to purchase common stock (the “Series D Warrants”) in a private offering at a purchase price of $348.35 per share (or $348.25 per PFW) (the “2024 PIPE”). The Series C and Series D Warrants became exercisable commencing on shareholder approval which occurred February 25, 2025. The Series C Warrants are exercisable for five years from shareholder approval; the Series D Warrants are exercisable for two and one-half years from such approval. The initial exercise prices for the Series C and Series D Warrants was $1,127.28 per share, subject to adjustments and resets. In addition, the Series D Warrants included an alternative cashless exchange provision whereby the holder could exchange each Series D Warrant for three shares of Common Stock. Net proceeds from the 2024 PIPE, after deducting fees payable to the placement agent and other offering expenses, were approximately $7.2 million. The PFWs sold in the 2024 PIPE were exercisable at an exercise price of $0.0924 per share. All PFWs sold in the 2024 PIPE were exercised prior to March 31, 2025. See Note 10. The Company accounts for the Series C and D Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Series C and D Warrants do not meet the criteria for equity treatment thereunder, they must be recorded as a liability. On March 23, 2025, the Company entered into a Placement Agency Agreement with ThinkEquity LLC pursuant to which the Company issued and sold 366,072 shares of common stock and warrants (the “March 2025 Offering Warrants”) to purchase 366,072 shares of common stock at an exercise price of $24.08 per share in a best efforts public offering at a purchase price of $27.44 per share and accompanying warrant (the “March 2025 Offering”). Net proceeds from the March 2025 Offering, after deducting discounts, commissions and fees paid to the placement agent and other
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 22 offering expenses, were approximately $8.9 million. In connection with the March 2025 Offering, the Company also issued warrants to the placement agent to purchase up to 18,304 shares of common stock (the “March 2025 Placement Agent Warrants”). The March 2025 Placement Agent Warrants became exercisable on issuance, expire March 24, 2030, and have an exercise price of $29.96 per share. See Note 10. (b) Common Stock i. Dividends Subject to the rights of holders of any preferred stock, holders of common stock are entitled to receive dividends as may be declared from time to time by the Board. The Company has never declared nor paid cash dividends through the date of these financial statements. ii. Liquidation Subject to the rights of holders of any preferred stock as to liquidation, upon the liquidation, dissolution or winding up of the Company, the remaining assets of the Company will be distributed to holders of common stock. iii. Voting Holders of common stock are entitled to one vote for each share of common stock held but shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of any series of preferred stock. There is no cumulative voting. (10)Warrants Except as noted otherwise, all the warrants described below were outstanding as of September 30, 2025, and are accounted for as a component of stockholders’ equity. All PFWs issued in the Company’s financings described herein were exercised on or before January 10, 2025. In connection with the IPO, the Company granted the underwriter warrants (the “IPO Underwriter Warrants”) to purchase up to approximately 20 shares of Company common stock at an exercise price of $3,696,000.00 per share. The IPO Underwriter Warrants have a five-year term and were not exercisable prior to January 9, 2022. In connection with the February 16, 2023 registered direct offering, the Company issued the February Placement Agent Warrants to purchase up to approximately four shares of common stock. The February Placement Agent Warrants became exercisable commencing August 17, 2023, expire February 16, 2028, and have an exercise price per share of $486,948.00 per share. In connection with an agreement the Company entered into with a consultant in February 2023, the Company agreed to issue warrants (the “Consultant Warrants”) to purchase up to approximately one share of common stock at $369,600.00 per share. The Consultant Warrants became exercisable any time after August 23, 2023, until February 23, 2028. In connection with the June 6, 2023 registered direct offering (the “June RDO”), the Company issued approximately 55 Series A-1 Warrants and approximately 55 Series A-2 Warrants, which became exercisable commencing June 9, 2023. The Series A-1 and Series A-2 Warrants expire three years following the date of sale and have an exercise price of $348.35 per share. The Company also issued warrants to the June RDO placement agent to purchase up to approximately 4 shares of common stock. The June RDO Placement Agent Warrants became exercisable commencing June 9, 2023, expire three years after issuance, and have an exercise price per share of $161,700.00 per share.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 23 In connection with the September Offering, the Company issued warrants to the underwriter to purchase up to approximately 23 shares of common stock. Approximately 16 additional warrants were issued to the underwriter in October 2023 in connection with the underwriter’s partial exercise of the overallotment option. The September Offering Underwriter Warrants became exercisable commencing 180 days after issuance, expire five years following the date of sale and have an exercise price per share of $23,562. In connection with the December 4, 2023 registered direct offering, the Company issued the December Placement Agent Warrants to purchase up to approximately nine shares of common stock. The December Placement Agent Warrants became exercisable on issuance, expire five years following the date of issuance, and have an exercise price per share of $11,180.40. In connection with the January 2024 RDO, the Company issued the January 2024 Warrants to purchase up to approximately 12,864 Warrants to purchase common stock at a purchase price of $1,127.28 per share. The January 2024 Warrants became exercisable commencing on issuance and are exercisable for three and one-half years from the date of issuance generally at an exercise price of $1,127.28 per share. All PFWs sold in the January 2024 RDO were exercised prior to April 30, 2024. In connection with the January 2024 RDO, the Company also issued the placement agent the January 2024 Placement Agent Warrants to purchase up to approximately 386 shares of common stock. The January 2024 Placement Agent Warrants became exercisable on issuance, expire three and one-half years following the date of sale and have an exercise price per share of $1,409.10. In connection with the July 2024 Offering, the Company issued to the placement agent the July Placement Agent Warrants to purchase up to approximately 542 shares of common stock. The July Placement Agent Warrants became exercisable January 18, 2025, expire July 22, 2029, and have an exercise price of $346.50 per share. In connection with the 2024 PIPE, the Company issued approximately 144,678 Series C Warrants and 144,678 Series D Warrants. The Series C and Series D Warrants became exercisable commencing on shareholder approval which occurred February 25, 2025. The Series C Warrants are exercisable for five years from shareholder approval; the Series D Warrants were exercisable for two and one-half years from such approval. The initial exercise price for the Series C and Series D Warrants was $69.67 per share, subject to adjustments and resets. In addition, the Series D Warrants included an alternative cashless exchange provision whereby the holder could exchange each Series D Warrant for three shares of Common Stock. The Series C Warrants and the Series D Warrants are accounted for as liabilities. All Series D warrants were exchanged for common stock in the first quarter 2025. In connection with the March 2025 Offering, the Company issued the March 2025 Offering Warrants to purchase up to 366,072 shares of common stock at an exercise price of $24.08 per share. The March 2025 Offering Warrants became exercisable commencing on issuance and are exercisable for five years from the date of issuance. In connection with the March 2025 Offering, the Company also issued the placement agent the March 2025 Placement Agent Warrants to purchase up to 18,304 shares of common stock. The March 2025 Placement Agent Warrants became exercisable on issuance, expire five years following the date of sale and have an exercise price of $29.96 per share.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 24 The following table summarizes the Company’s outstanding warrants at September 30, 2025: Number Exercise PriceDescription of Shares Per Share IPO Underwriter Warrants 20 $ 3,696,000 February 2023 Placement Agent Warrants 4 486,948 February 2023 Consultant Warrants 1 369,600 June 2023 Series A-1 warrants 55 348.35 June 2023 Series A-2 warrants 55 348.35 June 2023 Placement Agent Warrants 4 161,700.00 September 2023 Underwriter Warrants 23 23,562.00 October 2023 Underwriter Overallotment Warrants 16 23,562.00 December 2023 Placement Agent Warrants 9 11,180.40 January 2024 Warrants 6,745 1,127.28 January 2024 Warrants 5,422 438.90 January 2024 Placement Agent Warrants 386 1,409.10 July 2024 Placement Agent Warrants 542 346.50 December 2024 Series C Warrants 144,678 69.67 March 2025 Offering Warrants 366,072 24.08 March 2025 Placement Agent Warrants 18,304 29.96 Approximately 697 of the January 2024 Warrants were exercised in the first half of 2024. In December 2024, the Company modified the exercise price applicable to the Series A-1 and Series A-2 Warrants to $348.35, and certain January 2024 Warrants to $438.90 per share. In connection with the modification, the Company recorded a deemed dividend in the aggregate of $30,601. During the first quarter 2025, all Series D warrants were exchanged for common stock representing 425,895 shares after reset adjustments. (11) Share-Based Compensation In April 2020, the Board approved the TransCode Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”) providing for the issuance of options or other awards to purchase up to approximately five shares of the Company’s common stock. Following the closing of the IPO, the Board determined not to make any further awards under the 2020 Plan. In March 2021, the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was approved by the Company’s Board and stockholders and became effective upon the effectiveness of the IPO. The 2021 Plan initially provided for the issuance of options or other awards to purchase up to approximately seven shares of the Company’s common stock. The number of options or other awards available under the 2021 Plan increased approximately one share in January 2022, approximately one shares in January 2023, approximately 34 shares in January 2024, approximately 3,247 shares in June 2024, and approximately 1,838 shares in January 2025. Both Plans provide for grants of equity in the form of stock awards, stock options and other instruments to employees, members of the Board, officers and consultants of and advisors to the Company. The Plans are administered by the Board or, at the discretion of the Board, by a committee of the Board. The amount and terms of grants are determined by the Board. The terms of options granted under the Plans generally are for ten (10) years after date of grant and are exercisable in cash or as otherwise determined by the Board. The vesting period for equity-based awards is determined at the discretion of the Board and is generally two to four years. If stock options granted under the 2021 Plan terminate, expire, or are surrendered or cancelled, the shares subject to such grants will again be available under the 2021 Plan. The exercise price for incentive stock options is determined at the discretion of the Board but for grants to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price less than 100% of the fair market value of the Common Stock on the grant date (110% for grants to any person
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 25 possessing more than 10% of the total combined voting power of all classes of stock). The option term for incentive stock option awards may not be greater than ten years from the date of the grant (five years for grants to any person possessing more than 10% of the total combined voting power of all classes of stock). Of options outstanding at September 30, 2025, approximately 10 were awarded under the 2020 Plan and approximately 2,025 were awarded under the 2021 Plan. At September 30, 2025, there were approximately 8 options outstanding under the 2020 Plan that were vested and exercisable and approximately 1,891 options outstanding under the 2021 Plan that were vested and exercisable. Information about options to purchase common stock of the Company under both Plans is as follows: Weighted average Weightedexercise averageNumber of price contractualshares per share term (years) Outstanding at December 31, 2023 85 $387,691.92 3.7 Granted 2,100 1,108.80 9.2 Exercised — — — Forfeited (83) 13,365.75 — Outstanding at December 31, 2024 2,102 2,206.40 9.4 Granted — — — Exercised — — — Forfeited (67) 106,636.80 — Outstanding at September 30, 2025 2,035 $ 15,642.82 8.6 The intrinsic value of the outstanding options as of September 30, 2025, was $0. Option Valuation No options were granted in the nine months ended September 30, 2025. The assumptions that the Company used to determine the grant-date fair value of options granted in the year ended December 31, 2024, were as follows: Year EndedDecember 31, 2024 Risk-free interest rate 4.44% Expected term (in years) 6.0 Expected volatility 128.8% Expected dividend yield — Fair value per share of underlying stock $29.68 - $30.24 The weighted average grant date fair value per share of the options granted in the year ended December 31, 2024, was $1,108.77. The Company recorded share-based compensation expense of $134,324 and $423,563 during the three and nine months ended September 30, 2025, respectively, and $204,482 and $1,531,229 during the three and nine months ended September 30, 2024, respectively, all of which related to stock options. The remaining share-based compensation expense to be recognized in the future is $149,291 over approximately 0.5 years.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 26 (12) Employee Stock Purchase Plan In 2021, the Company adopted an Employee Stock Purchase Plan (the “ESPP”) to provide eligible employees of the Company with opportunities to purchase shares of the Company’s common stock. The ESPP initially provided for the purchase of an aggregate of up to approximately six shares of common stock. The number of shares of common stock available through the ESPP increased by approximately three shares in each of January 2022 through January 2025 and may be increased each subsequent year by up to approximately three shares. (13) Net Loss per Share The Company reported net losses for the three and nine months ended September 30, 2025 and 2024. Reported basic and diluted net loss per share attributable to common stockholders are the same for each period because shares issuable in connection with Contingent Securities have been excluded from the computation of diluted weighted-average shares outstanding. The effect of their inclusion would have been antidilutive. In accordance with ASC 260-10-45-13, a pre-funded, or penny, warrant is an instrument that requires the holder to pay little or no consideration to receive the shares upon exercise of the warrant. Since the shares underlying the PFWs are issuable for little or no consideration, the Company considered them outstanding in the context of basic earnings per share. The following table sets forth the computation of basic and diluted loss per share: Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Basic and diluted net loss per share Net loss attributable to common stockholders $ (4,856,051) $ (2,321,387) $(21,217,966) $(10,839,013) Weighted-average common shares outstanding 833,683 15,893 615,264 9,696 Net loss per share $ (5.82) $ (146.06) $ (34.49) $ (1,117.89) (14) Income Taxes The Company’s income tax benefit (expense) was $0 for the nine months ended September 30, 2025 and 2024. The Company has recorded a full valuation allowance against its net deferred tax assets at September 30, 2025, and December 31, 2024, because the Company has determined that it is more likely than not that these assets will not be fully realized due to historic net operating losses incurred. Accordingly, the benefit of the net operating loss that would have been recognized in the three and nine months ended September 30, 2025 and 2024, was fully offset by changes in the valuation allowance. At September 30, 2025, and December 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations. (15) Segment Reporting ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has a single reportable business unit segment, RNA drug development, and one reportable country segment, the United States of America, for the three and nine months ended September 30, 2025 and 2024. The Company adheres to the provisions of ASC 280, “Segment Reporting,” which establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial statements issued to shareholders. In
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 27 accordance with ASC 280, the Company’s chief operating decision maker (the “CODM”) has been identified as its Interim Chief Executive Officer and Chief Financial Officer. The Company’s CODM reviews the financial information presented for purposes of allocating resources and evaluating its financial performance for the entire Company. Accordingly, the Company has determined that it operates in a single reportable segment. All of the Company’s long-lived assets are located in the United States. Since the Company operates in one operating segment, all required financial segment information can be found in the financial statements. The Company does not distinguish between markets or segments for the purpose of internal reporting. The majority of the Company’s long-lived assets are located in Michigan, US, and its deferred tax assets are US-related. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar activities and similarities in economic characteristics; and similarities in procurement, manufacturing and distribution processes. (16) Subsequent Events For its financial statements as of September 30, 2025, the Company evaluated subsequent events through November 14, 2025, the date on which those financial statements were issued and determined that there were none for which recognition or disclosure is warranted other than as set forth below. Membership Interest Purchase Agreement and Investment Agreement On October 8, 2025, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited liability company (“DEFJ”), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company (“ABCJ”) (such transaction, the “Acquisition”). Prior to the Acquisition, ABCJ was a wholly owned subsidiary of DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int’l., (Holdings) Inc., a listed entity on the Main Board of the Hong Kong Stock Exchange. Under the terms of the Purchase Agreement, upon the consummation of the Acquisition, which occurred concurrently with the execution of the Purchase Agreement (the “Closing”), in exchange for all of the membership interests of ABCJ outstanding immediately prior to the Closing, the Company issued to DEFJ an aggregate of (i) 83,285 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which shares represented 9.99% of the shares of Common Stock outstanding immediately prior to the Closing, 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”) (as described below). In addition, the Company has agreed to make up to $95,000,000 in contingent milestone payments to DEFJ upon the achievement of certain milestones. Each share of Series A Preferred Stock is convertible into 10,000 shares of Common Stock, as described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation (as defined and described below). The Acquisition is intended to be treated as a taxable exchange for U.S. federal income tax purposes. Concurrently with the Acquisition, on October 8, 2025, the Company entered into an Investment Agreement (the “Investment Agreement”) with DEFJ. Pursuant to the Investment Agreement, DEFJ agreed to purchase, and the Company agreed to issue and sell in a private placement, an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), for a price per share of $111,740, for an aggregate purchase price of approximately $25 million, consisting of a cash subscription amount of approximately $20 million and a promissory note (the “Promissory Note”) in the aggregate principal amount of approximately $5 million (together, the “October 2025 Investment”). The Promissory Note accrues
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 28 interest at a rate of 4% per annum, calculated as simple interest on a 365-day year. The principal and accrued but unpaid interest are due and payable on January 1, 2026, and secured by 44.7467 shares of the Series B Preferred Stock issued to DEFJ. Each share of Series B Preferred Stock is convertible into 10,000 shares of Common Stock, as described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation. The closing of the October 2025 Investment occurred on October 8, 2025. The Board of Directors of the Company (the “Board”) unanimously approved the Purchase Agreement, the Investment Agreement and the related transactions, and the consummation of the Acquisition and the October 2025 Investment was not subject to approval by the Company’s stockholders. Pursuant to the Purchase Agreement, the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval of the conversion of the shares of Series A Preferred Stock into shares of Common Stock in accordance with the rules of the Nasdaq Stock Market LLC (the “Conversion Proposal”) and (ii) the approval of a “change of control” under Nasdaq Listing Rules 5110 and 5635(b) (the “Change of Control Proposal” and, together with the Conversion Proposal, the “Meeting Proposals”). In connection with these matters, the Company has agreed to file a proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission, or SEC, within 30 days following receipt by the Company of all of the financial statements required to be delivered pursuant to Section 4.14 and Section 4.2(e) of the Purchase Agreement. Pro Forma Stockholders’ Equity The following financial information has been developed by applying pro forma adjustments to the historical financial statements of the Company appearing elsewhere in this Quarterly Report on Form 10-Q. This unaudited pro forma information gives effect to the October 2025 Investment. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations or financial position of the Company would have been had the October 2025 Investment actually occurred on the dates indicated, nor does the unaudited pro forma financial information purport to project the financial condition of the Company for any future period or as of any future date. The unaudited pro forma financial information should be read in conjunction with the Company’s financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 29 September 30, 2025 (Unaudited)As As Adjusted Reported Adjustments (A) Pro Forma Assets Current assets: Cash $ 2,835,916 $18,247,409 $ 21,083,325 Grant receivable 198,296 — 198,296 Prepaid expenses and other current assets 1,716,836 — 1,716,836 Total current assets 4,751,048 18,247,409 22,998,457 Property and equipment, net of depreciation 19,908 — 19,908 Deferred offering costs 455,726 — 455,726 Total assets $ 5,226,682 $18,247,409 $ 23,474,091 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 2,967,828 $ — $ 2,967,828 Total current liabilities 2,967,828 — 2,967,828 Long-term liabilities: Warrant liability - Series C 832,875 — 832,875 Long-term liabilities 832,875 — 832,875 Total liabilities 3,800,703 — 3,800,703 Stockholders’ equity (deficit): Preferred stock – $0.0001 par value; 10,000,000 shares authorized at September 30, 2025, and December 31, 2024; -0- shares issued or outstanding at September 30, 2025, and December 31, 2024 — — — Common stock – $0.0001 par value, 290,000,000 shares authorized at September 30, 2025, and December 31, 2024; 833,683 and 36,753 shares issued and outstanding at September 30, 2025, and December 31, 2024, respectively 84 — 84 Additional paid-in capital 85,845,777 18,247,409 104,093,186 Accumulated deficit (84,419,882) — (84,419,882) Total stockholders’ equity (deficit) 1,425,979 18,247,409 19,673,388 Total liabilities and stockholders’ equity (deficit) $ 5,226,682 $18,247,409 $ 23,474,091 Note (A) Gross proceeds from the October 2025 Investment less offering expenses. Contingent Value Rights Agreement Effective as of October 8, 2025, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Vstock Transfer, LLC as rights agent (the “Rights Agent”), pursuant to which each holder of Common Stock as of as of 5:00 p.m. Eastern Time on October 20, 2025, including those holders receiving shares of Common Stock in connection with the Acquisition, is entitled to one contractual contingent value right (each, a “CVR”) issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of Common Stock held by such holder as of such time. The CVR Agreement has a term of seven years.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) When issued, each CVR will entitle the holders thereof (the “Holders”), in the aggregate, to 50% of the Net Proceeds (as defined in the CVR Agreement) from any Upfront Payment (as defined in the CVR Agreement) or Milestone Payment (as defined in the CVR Agreement) received by the Company in a given calendar quarter. The distributions in respect of the CVRs that become payable will be made on a quarterly basis and will be subject to a number of deductions, subject to certain exceptions or limitations, including but not limited to certain taxes and certain out-of-pocket expenses incurred by the Company. Under the CVR Agreement, the Rights Agent has, and Holders of at least 40% of the CVRs then- outstanding have, certain rights to audit and enforcement on behalf of all Holders. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than as permitted pursuant to the CVR Agreement. Registration Rights Agreement On October 8, 2025, in connection with the Acquisition and Investment, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with DEFJ. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file a resale registration statement with the SEC within 75 calendar days following the closing of the Acquisition and the October 2025 Investment with respect to the shares of Common Stock and the Common Stock underlying the Preferred Stock issued to DEFJ pursuant to the Acquisition and the October 2025 Investment, as well as the Common Stock underlying the up to 28.4291 shares of Series A Preferred Stock issuable to DEFJ as a one-time payment-in-kind dividend as set forth in the Certificate of Designation. The Company will use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. In addition, the Company granted certain demand and piggyback registration rights to DEFJ. The Company has also agreed, among other things, to indemnify DEFJ and its partners, members, directors, officers, stockholders, legal counsel, accountants and underwriters and each Person who controls any such holder or underwriter (within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Repurchase Agreement On October 8, 2025, in connection with the Acquisition, the Company entered into a Repurchase Agreement (the “Repurchase Agreement”) with DEFJ. The Repurchase Agreement provides that DEFJ has the right, but not an obligation, upon the occurrence of certain events after the Closing, to exercise an option to acquire all of the Company’s and its subsidiaries’ rights in and to the membership interests of ABCJ from the Company, in accordance with the terms and conditions of the Repurchase Agreement. Transaction Costs In connection with the Acquisition and the October 2025 Investment (together, the “Transactions”), the Company incurred legal fees and other transaction costs, excluding financial advisory fees, of approximately $1,000,000. Tungsten Advisors (through its broker-dealer, Finalis Securities LLC) (“Tungsten”) acted as financial advisor to the Company in connection with the Acquisition and as placement agent for the Company in connection with the October 2025 Investment. Following the closings of the Transactions, 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 and paid cash of $1,800,000. All of the compensation to Tungsten was contingent on the closing of the Transactions. Additional transaction costs or general and administrative expenses related to the Transactions are expected to be incurred as the Company seeks to satisfy its obligations under the Transactions and related agreements.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) Certificate of Designation On October 8, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Acquisition and the October 2025 Investment. The Certificate of Designation provides for the designation of shares of the Preferred Stock. Holders of Preferred Stock are entitled to receive dividends on shares of Preferred Stock (on an as-if- converted-to-Common-Stock basis, without regard to the Beneficial Ownership Limitation (as defined in the Certificate of Designation), equal to and in the same form, and in the same manner, as dividends (other than dividends on shares of Common Stock payable in the form of Common Stock) actually paid on shares of Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock) are paid on the shares of Common Stock; provided, however, that in no event are holders of Preferred Stock entitled to receive the “rights” distributed pursuant to the CVR Agreement, or any amounts paid under the CVR Agreement. In addition, holders of Series A Preferred Stock shall be entitled to receive, and the Company shall pay, payment-in-kind dividends on each share of Series A Preferred Stock, accruing at a rate equal to 5% per annum payable in shares of Series A Preferred Stock on the date that is the earlier of 180 days after the date of the original issuance of such Series A Preferred Stock or the date of stockholder approval of the Meeting Proposals. Except as otherwise required by law, the Preferred Stock does not have voting rights. However, as long as any shares of Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Charter or Bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Preferred Stock, regardless of whether any of the foregoing actions are by means of amendment to the Charter or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue further shares of Preferred Stock, or increase or decrease (other than by conversion) the number of authorized shares of Preferred Stock, (iii) prior to the Stockholder Approval (as defined in the Certificate of Designation) or at any time while at least 30% of the originally issued Preferred Stock remains issued and outstanding, consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction, or (iv) enter into any agreement with respect to any of the foregoing. The Preferred Stock shall rank on parity with the Common Stock as to distributions of assets upon liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily. Each share of Series A Preferred Stock then outstanding shall be convertible, at any time and from time to time following the earlier to occur of: (i) 5:00 p.m. Eastern Time on the third Business Day after the date that the Stockholder Approval is obtained and (ii) the delisting of the Common Stock from Nasdaq. Each share of Series B Preferred Stock then outstanding shall be convertible, at any time and from time to time following the earliest to occur of: (i) April 8, 2026, (ii) the effectiveness date of a registration statement covering the resale of the Common Stock issuable upon conversion of the Series B Preferred Stock, (iii) 5:00 p.m. Eastern Time on the third business day after the Stockholder Approval is obtained, and (iv) the delisting of the Common Stock from Nasdaq, in each case at the option of the holder thereof, into a number of shares of Common Stock based upon the applicable conversion ratio, subject in all cases to any applicable Beneficial Ownership Limitation (as defined in the Certificate of Designation). Notwithstanding the foregoing, prior to receipt by the Company of the Stockholder Approval, the Company shall not be required to effect any conversion to the extent that such conversion would cause the Company to violate the listing rules of the Nasdaq Stock Market.
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 32 The Company shall not effect any conversion of any share of Preferred Stock, to the extent that, after giving effect to such attempted conversion, such stockholder would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation, which shall initially be set at 9.99% for each holder. Holders may adjust or waive the Beneficial Ownership Limitation upon written notice to the Company upon the earlier of (i) the receipt of the Stockholder Approval and (ii) the consummation of a Fundamental Transaction. The foregoing description of the Preferred Stock and the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation. On October 27, 2025, upon obtaining the consent of a majority of the holders of the Series A Preferred Stock and Series B Preferred Stock, and the approval of the Company’s Board of Directors, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the “Amended and Restated Certificate of Designation”) with the Secretary of State of the State of Delaware. The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Certificate of Designation to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the Stockholder Approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s Common Stock, in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delisting of the Common Stock from Nasdaq. The filing of the Amended and Restated Certificate of Designation was intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result. Director Appointment On October 6, 2025, upon the recommendation of the Nominating and Corporate Governance Committee, the Board elected Elizabeth Czerepak to the Board, effective October 8, 2025. Ms. Czerepak will serve with a term expiring at the Company’s annual meeting of stockholders to be held in 2026, at which time she is expected to stand for election by the Company’s stockholders, or until her earlier death, resignation or removal. The Board determined that Ms. Czerepak is an independent director as that term is defined by the SEC and the Nasdaq Stock Market, LLC (“Nasdaq”). Since April 2024, Ms. Czerepak has served as the Chief Financial Officer at Mirror Biologics, Inc., a private, clinical-stage company focused on cell-based oncology therapies, where she also served as Acting Chief Executive Officer between July 2024 and May 2025. Since February 2020, Ms. Czerepak has also served as a member of the board of directors of Delcath Systems Inc., a public, interventional oncology company focused on the treatment of primary and metastatic liver cancers. From May 2022 to November 2023, she served as the Chief Financial Officer at Sorrento Therapeutics, Inc., a clinical stage biopharmaceutical company focused on developing oncology, non-opioid pain, and Covid therapies, where she served as a member of the board of directors from October 2021 to May 2022. In February 2023, Sorrento announced it commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code and in November 2023 entered into a court-approved asset sale. From May 2022 to September 2023, Ms. Czerepak also served as Chief Financial Officer at Scilex Holding Company, a commercial pharmaceutical company focused on developing and commercializing non-opioid pain therapies. She continued to serve as consultant to Scilex until September 2024. Prior to that, from September 2020 to May 2022, she served as Chief Financial Officer at BeyondSpring Inc., a global biopharmaceutical company focused on developing innovative immuno-oncology cancer therapies. She received a B.A. magna cum laude in Spanish and Mathematics Education from Marshall University and an M.B.A. from Rutgers University. She is a registered
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) securities representative (series 7 and 8) and received a corporate director certificate from the Harvard Business School Executive Education in 2020. As a non-employee director, Ms. Czerepak will receive cash and equity compensation for her Board service pursuant to its non-employee director compensation policy. There are no arrangements or understandings between Ms. Czerepak and any other person pursuant to which Ms. Czerepak was selected as a director, and there are no transactions between Ms. Czerepak and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Ms. Czerepak in connection with her appointment to the Board which is in substantially the same form as that entered into with the existing directors of the Company. Board Committees Effective October 8, 2025, the Board accepted Philippe Calais’s resignation as chairperson of the Company’s Audit Committee and as a member of the Company’s Compensation Committee. The Board then appointed Ms. Czerepak to serve as a member and chairperson of the Audit Committee, until her successor is duly elected and qualified, or until her earlier death, resignation or removal, or until otherwise determined by the Board. CEO Appointment; One-Time Bonuses Effective October 8, 2025, the Board accepted Thomas A. Fitzgerald’s resignation as Interim Chief Executive Officer of the Company and appointed Dr. Calais as Chief Executive Officer. Mr. Fitzgerald will continue serving as Chief Financial Officer of the Company and Director. In connection with the change to his role, the Board approved an adjusted annual base salary of $440,000 for Mr. Fitzgerald, and Mr. Fitzgerald will be eligible for an annual cash incentive bonus target of 35% of his base salary. The Board also approved a one-time transaction bonus payment of $250,000 to each of Dr. Calais and Mr. Fitzgerald, effective as of the Closing. In connection with Dr. Calais’s new role, the Company entered into an Employment Agreement (the “Calais Employment Agreement”) with Dr. Calais, effective October 8, 2025, (the “Effective Date”). The Calais Employment Agreement provides for an annual base salary of $555,000, and Dr. Calais will be eligible for an annual cash incentive bonus target of at least 50% of his base salary. In addition, subject to Board approval, Dr. Calais will receive a stock option to purchase a number of shares of Common Stock equal to 4% of the Company’s capitalization on a fully diluted basis, to be granted as soon as reasonably practicable after the Effective Date. The term of such option will be 10 years, and subject to any vesting acceleration rights Dr. Calais may have, the option will vest as to 25% of the total shares subject to the option on the 12-month anniversary of the Effective Date, and as to 1/48th of the total shares subject to the option on the corresponding day of each month thereafter (and if there is no corresponding day, the last day of the month), so that the option will be fully vested and exercisable four years from the Effective Date, subject to Dr. Calais’s continued services to the Company through each vesting date. Pursuant to the Calais Employment Agreement, in the event that Dr. Calais’s employment is terminated by the Company without “cause” or he resigns for “good reason,” as each such term is defined in the Calais Employment Agreement, subject to his execution and non-revocation of a separation agreement, including a general release of claims, Dr. Calais shall be entitled to receive (i) semi-monthly continuing payments of severance pay at a rate equal to his base salary, as then in effect, for 12 months following the date of his termination and (ii) a pro-rated annual bonus for the fiscal year in which Dr. Calais terminates employment equal to (x) the annual bonus that Dr. Calais would have received based on actual performance for such fiscal year if Dr. Calais had remained in the employ of the Company for the entire fiscal year multiplied by (y) a fraction, the numerator of which is the number of days Dr. Calais was in the employ of the Company during the fiscal year including the date of termination and the denominator of which is 365, multiplied by (z) 1.0, which, if any, shall be paid at the same time annual bonuses are paid by the Company to other executives of the Company for the fiscal year in which Dr. Calais terminated employment, but no later than March 15th of the calendar year following the calendar year in which Dr. Calais terminated employment. In addition, if Dr. Calais’s employment is terminated by the Company without cause or he resigns for good reason, the Company shall reimburse the premiums for
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Table of Contents TransCode Therapeutics, Inc. Notes to Financial Statements September 30, 2025 (Unaudited) 34 his health, medical and dental insurance, including those incurred under COBRA, until the earlier of (A) 12 months following the date of termination, (B) the date upon which Dr. Calais and/or his eligible dependents become covered under similar plans, or (C) the date upon which Dr. Calais is (or his eligible dependents are) no longer eligible for COBRA coverage. In lieu of the severance payments and benefits set forth above, if Dr. Calais’s employment is terminated by the Company without cause or Dr. Calais resigns for good reason and such termination or resignation occurs within six months prior to or 24 months following a “change in control,” as defined in the Calais Employment Agreement, absent the Company obtaining an agreement from any successor to assume the Calais Employment Agreement (which assumption shall be subject to Dr. Calais’s consent) and subject to his execution of a separation agreement, including a general release of claims, Dr. Calais shall be entitled to: · a lump sum payment equal to the sum of 18 months of Dr. Calais’s base salary plus a pro-rated annual bonus for the fiscal year in which Dr. Calais terminates employment equal to (x) the annual bonus that Dr. Calais would have received based on the greater of actual or target performance for such fiscal year if Dr. Calais had remained in the employ of the Company for the entire fiscal year multiplied by (y) a fraction, the numerator of which is the number of days Dr. Calais was in the employ of the Company during the fiscal year including the date of termination and the denominator of which is 365, multiplied by (z) 1.5, which shall be paid at the same time annual bonuses are paid by the Company to other executives of the Company for the fiscal year in which Dr. Calais terminated employment, but no later than March 15th of the calendar year following the calendar year in which Dr. Calais terminated employment; · vesting in full of any unvested and outstanding equity awards as of the date of termination; and · reimbursement by the Company for any expenses incurred by Dr. Calais for his health, medical and dental insurance under COBRA, until the earlier of (i) 18 months following the date of termination, (ii) the date upon which Dr. Calais and/or his eligible dependents become covered under similar plans, or (iii) the date upon which Dr. Calais is (or his eligible dependents are) no longer eligible for COBRA coverage. The foregoing description of the Calais Employment Agreement is only a summary and is qualified in its entirety by the Calais Employment Agreement, a copy of which is filed as an exhibit to this Quarterly Report on Form 10-Q.
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Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with the “Financial Statements” section of this Quarterly Report on Form 10-Q including the related notes appearing elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those set forth in the “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” sections of this Quarterly Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Company Overview TransCode is an immuno-oncology and targeted cancer therapy company with a focus on treating advanced malignancy. Our lead therapeutic candidate, TTX-MC138, is focused on treating metastatic tumors that overexpress microRNA-10b, a unique, well-documented biomarker of metastasis. On October 8, 2025, we entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited liability company, (“DEFJ”) pursuant to which we acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company, (“ABCJ”) (such transaction, the “Acquisition”). Prior to the Acquisition, ABCJ was a wholly owned subsidiary of DEFJ and an indirect wholly owned subsidiary of CK Life Sciences Int’l., (Holdings) Inc., a listed entity on the Main Board of the Hong Kong Stock Exchange. See Note 16 of Notes to Financial Statements. ABCJ owns 100% of the issued and outstanding membership interests of Polynoma, LLC, a Delaware limited liability company, (“Polynoma”) headquartered in San Diego, California. Polynoma is an immuno- oncology focused biopharmaceutical company developing seviprotimut-L, a Phase 3-ready investigational polyvalent antigen vaccine intended to reduce the risk of recurrence of melanoma in patients in stage IIB and IIC who have limited options. Seviprotimut-L has been safely administered in clinical trials in more than 1,000 patients. We intend to work on developing both TTX-MC138 and seviprotimut-L, with the initial focus on advancing TTX-MC138 in a planned Phase 2a clinical trial. We believe there is potential to augment seviprotimut-L's focus with TTX-MC138 by addressing micrometastases in stage IIB and IIC melanoma patients. Concurrent with the Acquisition, we entered into an Investment Agreement (the “Investment Agreement”) with DEFJ. Pursuant to the Investment Agreement, DEFJ agreed to purchase, and we agreed to issue and sell in a private placement, an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock, par value $0.0001 per share, (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”) for a price per share of $111,740, for an aggregate purchase price of approximately $25 million. The aggregate purchase price consisted of a cash subscription amount of $20 million paid on October 8, 2025, and a promissory note (the “Promissory Note”) in the aggregate principal amount of approximately $5 million (together, the “Investment”). The Promissory Note has a principal amount of approximately $5 million and accrues interest at a rate of 4% per annum, calculated as simple interest on a 365-day year. The principal and accrued but unpaid interest are due and payable on January 1, 2026, and secured by 44.7467 shares of the Series B Preferred Stock issued to DEFJ. Each share of Series B Preferred Stock is convertible into 10,000 shares of Common Stock. In addition to TTX-MC138, we have a portfolio of other first-in-class therapeutic candidates designed to mobilize the immune system to recognize and destroy cancer cells. TTX-siPDL1 is an siRNA-based modulator of programmed death-ligand 1, or PD-L1. TTX-RIGA is an RNA-based agonist of the retinoic acid-inducible gene I, or RIG-I, targeting activation of innate immunity in the tumor microenvironment. TTX- siMYC is a siRNA-based inhibitor of c-MYC, a widely expressed but currently undruggable oncogene. Seviprotimut-L is a novel polyvalent shed antigens vaccine for the adjuvant treatment of Stage IIB and IIC melanoma patients 60 years and younger. Seviprotimut-L is an allogeneic, polyvalent, partially purified shed melanoma antigens vaccine (alum adjuvanted) derived from three proprietary human
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Table of Contents 36 melanoma cell lines. Seviprotimut-L works by stimulating both humoral and cellular immune responses. It is Phase 3 ready and has been administered to approximately 1,000 patients in prior clinical trials. In 2023, we conducted a Phase 0 clinical trial intended to demonstrate quantitative delivery of radiolabeled TTX-MC138 to metastatic lesions in subjects with advanced solid tumors. We treated one patient in the Phase 0 trial. In April 2024, we received an IND Study May Proceed notification from the U.S. Food and Drug Administration, or FDA, to conduct a Phase I/II clinical trial with TTX-MC138 which commenced in the third quarter 2024. Enrollment in the Phase 1a trial is complete and analysis of trial results is ongoing. We expect to commence a Phase 2a clinical trial in the first half of 2026. All our therapeutic candidates are designed with the goal of significantly improving outcomes for cancer patients. Targeted Therapeutic Delivery Background For decades, ribonucleic acid, or RNA, has been a topic of investigation by the scientific community as a potentially attractive therapeutic modality because it can target any gene, and it lends itself to rational and straightforward drug design. RNA-based therapeutics are highly selective to their targets and potentially applicable to a broad array of previously undruggable targets in the human genome. We believe that one of the major challenges to widespread use of RNA therapeutics in oncology and other indications has been the inability to deliver these molecules inside cells. To customize the development of RNA therapeutics, we have developed a design engine that is modular at both the levels of the core nanoparticle and the therapeutic loading. The size, charge, and surface chemistry of the core iron oxide nanoparticle are designed so that it can be tuned to optimize the particles for the intended target and therapeutic load. The therapeutic load is designed to consist of synthetic oligonucleotides and other molecular moieties such as proteins, peptides, radionuclides, and small molecules that can be adapted to the specific approach being developed. The approach can range from RNA interference, or RNAi, including small interfering RNAs, antisense oligonucleotides, and non-coding RNA mimics to Pattern Recognition Receptors such as RIG-I. We believe the TTX platform can further be used for developing targeted radiolabeled therapeutics and diagnostics and other custom products targeting known and novel biomarkers and other genetic elements as they are discovered and validated. Our TTX platform is designed to overcome extracellular and intracellular delivery issues of stability, efficiency, and immunogenicity faced by existing lipid and liposomal nanoparticle platforms while optimizing targeting of and accumulation in tumors and metastases. We believe the ability to deliver targeted therapeutics inside tumors and metastases will potentially allow us to target genes and other important biomarkers for cancer treatment that have until now remained undruggable using other delivery systems. TTX Delivery System The therapeutic potential of RNA in oncology has remained an unrealized promise due in large part, we believe, to the difficulty in safely and effectively delivering oligonucleotides, i.e., synthetic RNA molecules, to tumors. We believe we are now closer to solving this challenge by means of our TTX platform. Our TTX technology has gone through approximately 20 years of research and development, or R&D, and optimization, including 12 years at Harvard Medical School and the Massachusetts General Hospital, by our scientific co-founders prior to company formation. Our TTX nanocarrier is designed to be tunable to certain specifications to deliver therapeutic oligonucleotides to RNA targets in tumors and metastases without compromising the integrity of the oligonucleotide. We believe our TTX nanocarriers differentiate us from competitive delivery approaches, many of which rely on lipid particles or chemical structures, such as GalNAc. These competitive delivery approaches effectively target hepatocytes in the liver but not tumors and metastases. Our TTX delivery platform is also designed to minimize early kidney and liver clearance, which we expect to translate into a long circulation half-life that allows for efficient accumulation in tumors and metastases.
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Table of Contents Nanoparticles similar in formulation to ours have an excellent clinical safety record of low toxicity and immunogenicity. Because their iron core is magnetic and visible with magnetic resonance imaging, or MRI, they have the additional benefit of enabling quantification of the particles’ delivery to target organs. Our nanoparticles carry functional groups to provide stable links to the therapeutic oligonucleotides of interest through covalent bonds. The small hydrodynamic size and the charge of the resulting nanoparticles are designed to maximize distribution throughout the tumor microvasculature, extravasation into the interstitium of tumors and metastases, and uptake by tumors. The physicochemical properties of the nanoparticles are expected to further facilitate their rapid uptake by tumors by exploiting the high metabolic activity of cancer cells, a process analogous to the mechanism behind the systemic loading of metastatic cancer cells with fluorodeoxyglucose for diagnostic Positron Emission Tomography, or PET. We believe the combined result of a hydrodynamically-favored distribution and a metabolically-triggered uptake will result in the enhanced ability of our nanoparticles to access genetic targets inside tumors. Advancing new RNA therapies through a modular approach In September 2021, research conducted by MGH was published in Cancer Nanotechnology, entitled “Radiolabeling and PET-MRI microdosing of the experimental cancer therapeutic, MN-anti-miR10b, demonstrates delivery to metastatic lesions in a murine model of metastatic breast cancer.” This paper reported on an MGH study using a radiolabeled derivative of TTX-MC138 (referred to in the paper as MN- anti-miR10b). In this study, TTX-MC138 was tagged with copper-64, or Cu-64. As a result, highly sensitive and specific quantitative determination of pharmacokinetics and biodistribution, as well as observation of delivery of the radiolabeled TTX-MC138 to metastases, was made in laboratory tests using noninvasive PET- MRI. The key results of the study suggest that when injected intravenously, TTX-MC138 accumulates in metastatic lesions. These results suggest that our TTX platform delivers its therapeutic candidate as intended and support clinical evaluation of TTX-MC138. In addition, the MGH investigation describes a microdosing PET-MRI approach to measure TTX-MC138 biodistribution in cancer patients and its delivery to clinical metastases. (Microdoses are minute, subpharmacologic doses of a test compound, not greater than 100 micrograms.) The capacity to carry out microdosing PET-MRI studies in patients under an exploratory IND, or eIND, application could be important because they have the potential to support additional clinical trials we may propose for FDA consideration. The research described in this paper, published by Dr. Zdravka Medarova, our Chief Scientific Officer and scientific co-founder, and others, describes what we believe is an effective approach to assessing delivery of TTX-MC138 in metastatic cancer patients. Since the PET-MRI technique is sensitive enough to determine the concentration of radiolabeled drug candidate in the sub- picomolar range, microgram quantities of the radiolabeled drug candidate are believed to be sufficient to perform such a study in humans. We believe this capability has significant advantages in the initial phases of drug development. Dr. Medarova’s paper suggests that the radiolabeling does not impact tumor cell uptake or the ability of TTX-MC138 to engage its target. The paper also shows that the biodistribution of radiolabeled TTX-MC138, when injected at a microdose, reflects its biodistribution at the level of a therapeutic dose. These key findings informed the design of our Phase 0 microdose clinical trial with radiolabeled TTX- MC138 which we believe offered numerous potential advantages: (i) allowed more precise quantitation of the amount of TTX-MC138 delivered to the metastatic lesions because of the higher sensitivity and quantitative accuracy of positron emission tomography; (ii) permitted measurement of the pharmacokinetics and biodistribution of TTX-MC138 not only in the metastatic lesions but in other tissues throughout the body, potentially informing Phase I/II clinical trial designs by allowing us to determine drug candidate uptake and clearance from vital organs; (iii) supported assessment of pharmacokinetic endpoints, potentially informing dosing for clinical trials. Specifically, because of the high sensitivity and quantitative nature of PET-MRI, we obtained information suggesting what drug concentration in the metastatic lesions over time could be which we then could assess relative to the effective dose used in our preclinical studies; and
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Table of Contents (iv) further informed clinical trial designs to potentially incorporate patient inclusion criteria in those designs. Because of the potential benefits from a microdose Phase 0 clinical trial, and reflecting the studies described in Cancer Nanotechnology, our First-in-Human Phase 0 trial was designed to deliver a microdose of our therapeutic candidate. Results from the Phase 0 microdose trial suggest the validity of our TTX pipeline for drug delivery generally, potentially opening-up additional relevant RNA targets that have been previously undruggable. SBIR Awards In April 2021, we received a Fast-Track Small Business Innovation Research award, or SBIR Award, from the National Cancer Institute that provided approximately $2.4 million to fund a two-phased research partnership between us and Massachusetts General Hospital. The program commenced in April 2021 and ended in March 2024. We received SBIR Award funds of $308,861 in May 2021, $1,129,316 in the second year of the award and $870,597 in April 2023 for the third year of the Award. In the SBIR Award application, we proposed performing key translational experiments including IND-enabling and supporting imaging studies using MRI to assess delivery and target engagement of TTX-MC138 in metastatic lesions of breast cancer patients. The experiments were designed to achieve the following aims: SBIR Phase I: Aim 1. Optimize a method for measuring miR-10b expression in breast cancer clinical samples. SBIR Phase II: Aim 2. File an IND application for TTX-MC138. Aim 3. Use imaging to determine the uptake of TTX-MC138 by radiologically-confirmed metastases in breast cancer patients. We believe that we have achieved all three aims under this SBIR. In September 2024, the Company received its second NIH Award (the “2024 Award”) from the National Cancer Institute of the NIH. The 2024 Award is a Direct to Phase II SBIR Award to support IND-enabling and clinical trial activities in the Company’s clinical trial with its lead candidate, TTX-MC138, over two years. The total 2024 Award is for $1,999,972 of which $1,011,207 applies to the first year and $988,765 applies to the second year. Recent Developments Phase I/II Clinical Trial On April 15, 2024, we announced that the FDA had completed its review of our IND application to conduct a Phase I/II clinical trial with our lead therapeutic candidate, TTX-MC138, and concluded that we may proceed with this clinical trial. The Phase 1a trial has been designed as a multicenter, open-label, dose- escalation and dose-expansion study in patients with advanced solid tumors. We commenced the trial in the third quarter 2024 at MD Anderson and three other clinical trial sites. The first stage of this trial, the Phase 1a, involved administration of escalating therapeutic dose levels of our drug candidate in up to six cohorts of three patients or more per cohort. The first cohort received the lowest therapeutic dose level. In October 2024, the trial’s Safety Review Committee (the “SRC”), approved commencing dosing of patients in the second cohort. Patients in the second and third cohorts have received dosing that is approximately double the level received by patients in each prior cohort. After three patients in each cohort received their initial dose of our drug candidate, the SRC assessed the data and determined that there were no drug-related serious adverse effects or dose limiting toxicities. The SRC approved commencement of dosing in the fourth cohort at a dosage that is approximately fifty percent higher than that administered in the third cohort. The SRC also approved enrollment of additional patients in Cohort 3 to build upon the safety profile of TTX-MC138. Preliminary data indicate no significant safety or dose limiting toxicities reported in the trial. To date, 77 doses of TTX-MC138 have been administered to 16 patients with advanced solid tumors. The median treatment duration of treatment is four months.
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Table of Contents 39 Importantly, the duration of treatment for all patients ranged from two to twelve cycles indicative of tolerability and disease control. Sixteen patients showed positive pharmacodynamic effects over a wide dose range, consistent with preclinical results and TransCode’s Phase 0 clinical trial. Key assessments in the clinical trial characterize the safety, pharmacokinetic, pharmacodynamic and anti-tumor activity of TTX- MC138 from which we estimated a maximum tolerated dose, or MTD, and ensuring the mechanism of action is on target. The trial also is exploring the effect of TTX-MC138 on biomarker expression, which may include miR-10b expression, and miR-10b downstream targets (RNA sequencing). Clinical assessments to further evaluate TTX-MC138 include clinical laboratory exams, CT scan assessments, and response assessments per RECIST criteria. The Phase 2a stage of the trial is expected to commence in the first half of 2026. License Amendment Effective August 15, 2025, we and The General Hospital Corporation, d/b/a Massachusetts General Hospital, (“Licensor”) further amended our 2018 License (the “Second Amendment”) to revise diligence requirements and milestone payments. Pursuant to the 2018 License (the License”), we licensed the exclusive rights to certain intellectual property to support development of our therapeutic candidates. In connection with the Second Amendment, we paid Licensor a license amendment fee of $75,000. The Second Amendment revised certain one-time milestone payments to be made by us to Licensor for Products and Processes covered by the License as follows: (i) a certain dollar amount within sixty (60) days following dosing of the first patient in the first Phase II clinical trial for a Therapeutic Product or Therapeutic Process covered by the License; (ii) a certain dollar amount within sixty (60) days following dosing of the first patient in the first Phase III clinical trial for a Therapeutic Product or Therapeutic Process covered by the License; and (iii) a certain dollar amount within sixty (60) days following the First Commercial Sale (as defined in the License) for a Therapeutic Product or Therapeutic Process covered by the License. In addition, upon the occurrence of a Change of Control Liquidity Event (as defined in the Second Amendment), the Company shall pay Licensor up to a certain dollar amount. March 2025 Equity Financing On March 23, 2025, we entered into a Placement Agency Agreement, or the March Agreement, with ThinkEquity LLC, or the Placement Agent, pursuant to which we agreed to issue and sell, directly to various investors, in a registered direct offering (the “March Offering”) an aggregate of approximately 366,072 shares, or the Shares of our common stock, or the Common Stock, and approximately 366,072 Common Warrants, or the Common Warrants, to purchase approximately 366,072 shares of Common Stock, at an aggregate offering price of $27.44 per share of Common Stock and accompanying Common Warrant. Additionally, as part of its compensation for acting as placement agent for the March Offering, the Company also agreed to issue to the Placement Agent warrants to purchase approximately 18,304 shares of Common Stock, or the Placement Agent Warrants, and together with the Shares and the Common Warrants, the Securities. We received gross proceeds of approximately $10 million in connection with the March Offering, before deducting placement agent fees and other offering expenses payable by us. The March Offering closed on March 25, 2025. The Common Warrants are exercisable commencing March 25, 2025, expire on March 25, 2030, and have an exercise price equal to $24.08 per share. The Placement Agent Warrants are exercisable commencing March 25, 2025, expire on March 25, 2030, and have an exercise price equal to $29.96 per share. Nasdaq Listing On June 2, 2025, we received a letter from the Nasdaq Stock Market (“Nasdaq”) notifying us that we were deemed in compliance with Nasdaq Listing Rule 5550(a)(2), requiring that a company maintain a minimum closing bid price of
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Table of Contents 40 $1.00 per share. As a result, and subject to our remaining in compliance with Nasdaq listing requirements, our stock will continue to be listed on the Nasdaq. Further Restructuring In an effort to continue to manage our costs, in connection with the January 31, 2025, termination of our sublease of laboratory and office space in Newton, Massachusetts, we (i) determined to conduct our R&D activities in conjunction with Michigan State University with which we are negotiating a sponsored research agreement, (ii) terminated an additional research scientist bringing our headcount to seven employees at September 30, 2025, and (iii) relocated our business activities to short-term office rental space in Woburn, Massachusetts. In connection with our R&D activities, we also terminated one consulting scientist that we had engaged. Financial Operations Overview From inception in January 2016 through approximately mid-2021, we devoted substantially all of our efforts and financial resources to organizing and staffing our company, business planning, raising capital, securing intellectual property rights, conducting limited research and development activities, and preparing to manufacture drug substance and drug product for our clinical development program. Following our IPO in July 2021, we expanded our R&D activities and company operations. We do not have any products approved for sale and have not generated any revenue from product sales. We may never be able to develop or commercialize a marketable product. We have limited experience with clinical trials, have not obtained any regulatory approvals to sell any products, have not manufactured a commercial-scale drug, or conducted sales and marketing activities. Through September 30, 2025, we received approximately $71.3 million of net proceeds, primarily from our IPO, other equity financings, our SBIR Awards and from borrowings between 2018 and 2020 under convertible promissory notes. We have incurred significant operating losses since inception. Our net losses were approximately $21.1 million and $10.8 million for the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025, we had an accumulated deficit of approximately $84.3 million. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our current or future product candidates for which there is no assurance of occurrence. We expect that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we: Ø pursue preclinical studies and initiate or advance clinical trials for TTX-MC138; Ø advance the development of our product candidate pipeline; Ø continue to develop and expand our proprietary TTX platform to identify additional product candidates; Ø support partnerships with industry and academic partners; Ø obtain new intellectual property and maintain, expand and protect our intellectual property portfolio; Ø seek marketing approvals for our product candidates that successfully complete clinical trials, if any; Ø hire additional quality assurance, clinical, scientific, commercial and administrative personnel to increase our overall knowledge base, scientific expertise, experience and capabilities; Ø acquire or license additional product candidates or technologies; Ø expand our infrastructure and facilities to accommodate increased activities and personnel; Ø add operational, financial and management information systems and personnel, including personnel to support our research and development programs, any future commercialization efforts and our continued operation as a
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Table of Contents 41 public company; and incur additional costs associated with operating as a public company, including significant legal, accounting, insurance, investor relations and other expenses that we did not incur as a private company. As a result, we will need substantial additional funding to support our continuing operations and pursue our business strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through sales of equity, debt financings or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we will likely need to consider additional cost reduction strategies, which may include, among others, amending, delaying, limiting, reducing, or terminating our development programs, and we may need to seek an in-court or out-of-court restructuring of our liabilities. In the event of such future restructuring activities, holders of our common stock and other securities will likely suffer a total loss of their investment. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations. At September 30, 2025, we had cash of approximately $2.8 million. In connection with the October 2025 Investment, we received $20 million in equity. We believe that the combined amount of these funds will be sufficient to support our operating expenses and capital expenditure requirements into the fourth quarter 2026. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. To finance our operations beyond that point, we will need to raise additional capital which cannot be assured. If we are unable to raise additional capital in sufficient amounts or on terms we find acceptable, we may have to significantly delay, scale back or discontinue the development or commercialization of our product candidates or other research and development initiatives. See “Liquidity and capital resources.” Impact of Global Economic and Political Developments and Global Pandemics The development of our product candidates or our operations could be disrupted and materially adversely affected by global economic or political developments. In addition, economic uncertainty in global markets caused by political instability and conflict, such as the ongoing conflicts in Ukraine and the Middle East, and economic challenges caused by global pandemics or other public health events, may lead to market disruptions, including significant volatility in commodity prices, credit and capital market instability and supply chain interruptions. Our business, financial condition and results of operations could be materially and adversely affected by negative impacts on the global economy and capital markets resulting from these global economic conditions and circumstances, particularly if such conditions and circumstances are prolonged or worsen. Although our business has not been materially impacted by these global economic and political developments to date, it is impossible to predict the extent to which we may be impacted in the short and long term, or the ways in which our business, financial condition and results of operations could be affected by any of the foregoing or by other events which may occur in the future. Any such disruptions may also magnify the impact of other risks described herein or in our other filings with the Securities and Exchange Commission. Components of our results of operations Revenue To date, we have not generated any revenue from any sources, including from product sales, and we do not expect to generate any revenue from the sale of products in the foreseeable future. If development efforts for our product candidates are successful and result in regulatory approval of any product candidate, or license agreements with third
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Table of Contents 42 parties, we may generate revenue in the future from product sales or licensing agreements. However, there can be no assurance as to when, if ever, we will generate any such revenue. Operating expenses Research and development expenses Research and development expenses consist primarily of costs incurred for our research activities, including our drug discovery efforts and the development of product candidates. We expense research and development costs as incurred, which include: Ø expenses incurred in preclinical and clinical development, including manufacturing activities; Ø expenses incurred to conduct the manufacturing, preclinical studies and clinical trials related to seeking regulatory approval to market product candidates that have successfully completed clinical trials; Ø expenses incurred under agreements with contract research organizations, or CROs, conducting drug discovery work, preclinical studies, and clinical trials for us, and with contract manufacturing organizations, or CMOs, engaged to produce preclinical and clinical drug substance and drug product for our research and development activities; Ø other costs related to acquiring and manufacturing materials in connection with our drug discovery efforts and our preclinical studies, materials for our clinical trials, including manufacturing validation batches, as well as costs related to investigative sites and consultants that conduct our clinical trials, preclinical studies and other scientific development services; Ø payments made under third-party licensing, acquisition and option agreements; Ø personnel-related expenses for research and development personnel, including salaries, benefits, travel and other related expenses, and share-based compensation expense; Ø costs related to compliance with regulatory requirements; and Ø allocated facilities costs, including rent and utilities, and depreciation and other facilities or equipment expenses. We recognize external development costs based on an evaluation of the progress toward completion of specific tasks using information provided to us by our employees, consultants and service providers, including CROs and CMOs. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf, the estimated level of service performed, and the associated costs incurred for the service when we have not yet been invoiced or otherwise notified of actual costs. Nonrefundable advance payments that we make for goods or services to be received or performed in the future in research and development activities are recorded as prepaid expenses. Such amounts are subsequently expensed as the related goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. We seek to track our research and development expenses on a program-by-program basis. Our direct external research and development expenses comprise primarily payments to outside consultants, CROs, CMOs, research laboratories, and suppliers in connection with our preclinical development, process development, manufacturing and clinical development activities. Our direct external research and development expenses also includes fees incurred under license and option agreements. We do not intend generally to allocate costs of management personnel, certain costs associated with our discovery efforts, certain supplies used in the laboratory, and certain facilities costs, including depreciation or other indirect costs, to specific programs when these costs are incurred across multiple programs and where it may not be practical to track them by program. We use internal resources along with outside parties primarily to
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Table of Contents 43 conduct our research and discovery as well as for managing our preclinical development, process development, manufacturing and clinical development activities. Research and development activities are central to our business model. Product candidates in later stages of clinical development generally are expected to have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that our research and development expenses will increase substantially over the next several years if we commence additional manufacturing, continue planned clinical trials for TTX-MC138, or conduct other preclinical and clinical development, including submitting regulatory filings. In addition, we expect our discovery research efforts and related personnel costs will increase and, as a result, we expect our research and development expenses, including costs associated with share-based compensation, will increase significantly over prior levels. Also, we may incur additional expenses related to milestone and royalty payments to third-parties with whom we have entered or may enter into license, acquisition and option agreements to assess, use or acquire intellectual property rights or rights to future product candidates. In September 2021, we signed a statement of work with a European CMO to manufacture TTX-MC138 in accordance with current good manufacturing practices, or cGMP. Separately, we engaged a consulting toxicologist to assist us in designing and conducting IND-enabling studies including toxicology and pharmacokinetic, or PK, studies. These studies are designed to examine multiple parameters with a range of analytical assessments in support of regulatory submissions using radiolabeled or non-radiolabeled test substances. Toxicokinetic assessments can be conducted in parallel or concurrent with ongoing toxicology programs and in compliance with good laboratory practice, or GLP, requirements. We also engaged an analytical testing laboratory to provide testing and other services, as well as documentation and reporting that meet regulatory requirements. In late 2024, we and The University of Texas M. D. Anderson Cancer Center (“MD Anderson”) agreed to amend our five-year strategic collaboration agreement in favor of MD Anderson focusing solely on participation in our Phase I/II clinical trial. This amendment relieves us from the obligation to make up to $10 million of collaboration payments. We are obligated to pay charges incurred by MD Anderson in connection with the clinical trial. In January 2023, the Company made an initial payment of $250,000 to MD Anderson recorded as a Prepaid Expense pending such time as payments under the collaboration became due. Initial expenses of the clinical trial will be charged against the initial payment made to MD Anderson and for the nine months ended September 30, 2025 and 2024, were $146,372 and $0, respectively. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the manufacturing, preclinical and clinical development of any of our product candidates or when, if ever, material net cash inflows might commence from or related to any of our product candidates. The successful development and commercialization of our product candidates is highly uncertain due to the numerous risks and uncertainties associated with product development and commercialization, including: Ø the scope, progress, outcome and costs of our preclinical development activities, clinical trials, manufacturing activities, and other research and development; Ø the requirement to establish an appropriate safety and efficacy profile in IND-enabling studies; Ø the timing and terms of regulatory submissions and, if received, approvals to conduct clinical trials; Ø the number of sites and patients needed to complete clinical trials, the length of time required to enroll suitable patients and complete clinical trials, and the duration of patient follow-ups; Ø assessment of data generated in clinical trials by us and regulatory agencies; Ø the timing, receipt and terms of marketing approvals, if any, from applicable regulatory authorities including the FDA and regulators outside the U.S.; Ø the extent of any post-marketing approval commitments that may be required of us by regulatory authorities;
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Table of Contents 44 Ø establishing capabilities, or making arrangements with third-parties, to manufacture the quantities and quality of product we need to conduct pre-clinical studies, clinical trials and manufacturing validation activities in advance of any New Drug Applications that we may submit; Ø development and timely delivery of clinical-grade and commercial-grade drug formulations as required for use in our clinical trials and for manufacturing validation and regulatory agency review in connection with pursuit, if any, we may undertake for commercial launch of therapeutic candidates that receive marketing approval; Ø obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights; Ø significant and changing government regulation; Ø launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others; Ø competitive developments; Ø the impact of any business interruptions on our operations, including on the timing and enrollment of patients in our planned clinical trials, or on operations of our manufacturers, suppliers, or other vendors resulting from the COVID-19 pandemic or similar public health crisis or for any other reason; and Ø maintaining an acceptable safety profile of our product candidates following approval, if any, of our product candidates. Any changes in or adverse outcome of any of these variables or others with respect to the development of our product candidates in preclinical and clinical development could mean a significant change in the costs and timing associated with the development of our product candidates. General and administrative expenses General and administrative expenses consist primarily of staffing costs comprising mainly salaries, benefits, and share-based compensation expense for personnel serving in executive, finance, and other business functions; insurance costs, especially directors and officers liability insurance; professional fees for legal, patent, consulting, investor and public relations, accounting, tax and audit services; corporate and office expenses, including facilities costs; and information technology costs. We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our R&D activities, prepare for potential commercial activities including possible partnerships for the development or marketing of approved product candidates, if any, and the increased requirements of a larger and publicly-traded company. We also anticipate that we will incur significantly increased accounting, audit, tax, legal, regulatory, compliance and director and officer liability insurance costs as well as investor and public relations expenses associated with operating as a public company. Additionally, if and when we believe regulatory approval of a product candidate appears likely, we anticipate an increase in payroll and other personnel-related expenses as we prepare for commercial operations, especially as it relates to the sales and marketing of that product candidate. There is a risk that we could incur the foregoing expenses but not receive the anticipated regulatory approval. In September 2021, we engaged an independent compensation advisory firm to support the continued development of our compensation programs and governance model for officers, directors and employees. Our goal is to ensure that our culture, values, and strategic priorities are effectively represented in our compensation philosophy and strategy.
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Table of Contents 45 Other income (expense) Interest expense Interest expense previously consisted primarily of accrued interest on convertible promissory notes and other charges related to the notes. Since the notes converted into shares of common stock concurrent with our IPO, we no longer incur interest expense on these notes. Under our payment program for directors and officers liability insurance, we incur certain financing charges, and we incurred imputed interest expense in connection with our right-of-use asset. Interest income Interest income consists primarily of income earned on our cash balances. Our interest income has not been significant. Grant income From time to time, we apply for grant funding from government programs and may, in the future, apply for grants from non-government sources as well. There is no assurance that any grants will be awarded to us or, if awarded, that we will receive all the funds expected from such award. Grant payments received in advance of us performing the work for which the grant was awarded are recorded as deferred grant income on our balance sheets. Grant income is recognized in our statements of operations as and when earned for performance of the specific R&D activities for which the grants are awarded. Grant income earned in excess of grant payments received is recorded as grant receivable on our balance sheets.
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Table of Contents Results of operations The following table summarizes the approximate amounts of our results of operations for the periods indicated: Three Months EndedSeptember 30, Nine Months Ended September 30, 2025 2024 Change 2025 2024 Change (in thousands) Operating Expenses Research and development $ 3,161 $ 1,227 $ 1,934 $ 7,947 $ 6,068 $ 1,879 General and administrative 1,400 938 462 4,007 4,500 (493) Total operating expenses 4,561 2,165 2,396 11,954 10,568 1,386 Operating loss (4,561) (2,165) (2,396) (11,954) (10,568) (1,386) Other income (expense) Change in fair value of warrant liability (279) — (279) (9,676) — (9,676) Grant income 22 12 10 524 39 485 Currency exchange gain (loss) (32) (157) 125 (107) (285) 178 Interest income — — — — 1 (1) Interest expense (6) (11) 5 (6) (25) 19 Total other income (expense) (295) (156) (139) (9,265) (270) (8,995) Net loss (4,856) (2,321) (2,535) (21,219) (10,838) (10,381) Net loss attributable to common stockholders $ (4,856) $ (2,321) $ (2,535) $ (21,219) $ (10,838) $ (10,381) Comparison of the three and nine months ended September 30, 2025 and 2024 Research and development expenses Research and development, or R&D, expenses increased $1,934 and $1,879 thousand, respectively, in the three and nine months ended September 30, 2025, compared to the same periods in 2024. The increases in both periods reflect primarily increases in clinical trial spending, costs of drug production for drug used in the clinical trial, and for intellectual property expenses offset in part by reductions in compensation and benefits resulting primarily from restructuring actions and reduced stock compensation expense and reduced lab facilities costs. General and administrative expenses General and administrative expenses increased $462 thousand in the three months ended September 30, 2025, and decreased $493 thousand in the nine months ended September 30, 2025, compared to the same periods in 2024. The increases in the three months ended September 30, 2025, reflect primarily increased fees for professional services, primarily legal and accounting fees, increased compensation costs as voluntarily reduced management compensation returned to normal levels, state franchise taxes, costs associated with our annual meeting and other expenses of being a publicly traded company, and increased technology costs offset in part by reduced facility expenses. The decrease in the nine months ended September 30, 2025, reflects primarily decreases in compensation-related expenses, insurance expenses, legal fees, corporate franchise taxes, and facility and other operating-related costs offset in part by increased professional fees, including legal and accounting. Change in fair value of warrant liability The change in fair value of warrant liability expense was $279 thousand and $9,676 thousand in the three and nine months ended September 30, 2025, respectively, resulting primarily from a higher share price at September 30, 2025, and exercises of Series D warrants in the first quarter of 2025. Grant income Grant income increased $10 thousand and $485 thousand in the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. Prior to September 2024, grant income was recognized under an
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Table of Contents 47 NIH grant awarded in April 2021 to fund certain costs to advance our lead therapeutic candidate into clinical trials. The April 2021 award ended in March 2024. We were awarded a second NIH grant in September 2024. Grant income in the 2025 periods are related to the 2024 Award. Interest expense Interest expense was $6 thousand in both the three and nine months ended September 30, 2025, compared to $11 thousand and $25 thousand, respectively, in the three and nine months ended September 30, 2024. Interest income Interest income was $0 in the three and nine months ended September 30, 2025, and $0 and $1 thousand in the three and nine months ended September 30, 2024, respectively. Currency exchange gain (loss) Loss on currency exchange was $32 thousand and $107 thousand in the three and nine months ended September 30, 2025, a decrease of $125 and $178 thousand, respectively, from the same periods in 2024, reflecting changes in exchange rates on billings in Euros from certain vendors. Cash flows The following table summarizes our cash flows for the periods indicated: Nine months ended September 30, 2025 2024 (in thousands) Net cash used in operating activities $ (11,374) $ (10,190) Net cash used in investing activities — (21) Net cash provided by financing activities 8,399 9,319 Net change in cash $ (2,975) $ (892) Comparison of the nine months ended September 30, 2025 and 2024 Operating activities During the nine months ended September 30, 2025, we used cash of $11,374 thousand in operating activities compared to $10,190 thousand used in the same period in 2024. Cash used in operating activities in the 2025 period primarily reflected our net loss of $21,218 thousand offset primarily by a $9,676 thousand non-cash change in warrant liability, a $424 thousand non-cash charge for share-based compensation expense, $260 thousand in accounts payable and accrued expenses, and a return of a security deposit of $112 thousand, offset by an increase of $435 thousand in prepaid expenses and an increase of $198 thousand in grants receivable. Changes in accounts payable and accrued expenses were generally due to the amounts and timing of vendor invoicing and payments. Investing activities During the nine months ended September 30, 2025, we used cash of $0 in investing activities, compared to $21 thousand used in the nine months ended September 30, 2024, primarily for purchases of laboratory and computer equipment.
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Table of Contents Financing activities During the nine months ended September 30, 2025, we obtained cash of $8,399 thousand (net) from the sale of equity securities. During the same period in 2024, we obtained cash of $9,319 thousand (net) from the sale of equity securities. Liquidity and capital resources Sources of liquidity Since inception, we have not generated any revenue from product sales or any other sources, and we have incurred significant operating losses and negative cash flows from our operations. We have not yet commercialized any of our product candidates and we do not expect to generate revenue from sales of any product candidates for several years, if ever. We have funded our operations to date primarily with proceeds from borrowings under convertible promissory notes, funds from our IPO and other equity financings, and our SBIR Awards. Through September 30, 2025, we had received net cash proceeds of approximately $71.3 million from these sources. At September 30, 2025, we had cash of approximately $2.8 million. Future requirements We expect our expenses to increase substantially in connection with our ongoing and planned activities, particularly as we advance preclinical activities and pursue additional clinical trials of TTX-MC138. We expect to incur additional costs associated with operating as a public company, including significant legal, accounting, tax, investor relations and other expenses that we did not incur as a private company. The timing and amount of our operating expenditures will depend largely on our ability to, among other things: Ø advance clinical development of TTX-MC138; Ø develop validated processes to effectively manufacture, or have manufactured on our behalf, our preclinical and clinical drug materials and for commercial manufacturing of any product candidates that may receive regulatory approval; Ø seek regulatory approvals for any product candidates that successfully complete clinical trials; Ø establish a sales, marketing, medical affairs and distribution infrastructure to commercialize any product candidates for which we obtain marketing approval and intend to commercialize on our own; Ø establish collaborations to commercialize any product candidates for which we obtain marketing approval but do not intend to commercialize on our own; Ø expand our operational, financial and management systems and hire additional personnel, including personnel to support our clinical development, quality control, scientific research, manufacturing and commercialization efforts, our general and administrative activities and our operations as a public company; and Ø obtain or develop new intellectual property and maintain, expand and protect our intellectual property portfolio. We believe that our cash of approximately $2.8 million at September 30, 2025, and the $20 million in equity we received from the October 2025 Investment, will be sufficient to fund our operating expense and capital expenditure requirements into the fourth quarter 2026. We have based this estimate on assumptions that may prove wrong, and we could utilize our available capital resources sooner than we expect. Changed circumstances may also result in the depletion of our capital resources more rapidly than we currently anticipate. We anticipate that we will require additional capital for additional research, development, and clinical trial costs as we seek regulatory approval of our product
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Table of Contents 49 candidates, for operations, and for licenses or acquisitions of other product candidates we may choose to pursue. If we receive regulatory approval for TTX-MC138 or other product candidates we may develop, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, all of which will vary depending on where and how we choose to commercialize approved product candidates. Because of the numerous risks and uncertainties associated with research, development and commercialization of biologic product candidates, we are unable to estimate the exact amount and timing of our working capital requirements. Our future funding requirements will depend on and could increase significantly as a result of many factors, including: Ø the scope, progress, outcome and costs of conducting preclinical development activities, clinical trials, and other research and development; Ø the costs, timing and outcome of regulatory review of our product candidates; Ø the costs, timing and requirements to manufacture our product candidates to supply our preclinical development efforts and our clinical trials; Ø the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval; Ø the costs of manufacturing commercial-grade product meeting quality and regulatory requirements and building inventory of such product to support commercial launch; Ø the ability to receive non-dilutive funding, including grants from governments, organizations and foundations; Ø the revenue, if any, received from commercial sales of our products, should any of our product candidates receive marketing approval; Ø the costs of preparing, filing and prosecuting patent applications, maintaining, expanding and enforcing our intellectual property rights and defending intellectual property-related claims; Ø the terms of any industry collaborations we may be able to establish; Ø the extent to which we acquire or license other product candidates and technologies; and Ø the efficiency with which we operate our business. Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of public or private equity offerings, debt financings, governmental funding, collaborations, strategic partnerships and alliances or marketing, distribution or licensing arrangements with third parties. There is no assurance that funding from any of the foregoing sources or otherwise will be available on acceptable terms, if at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interests in our common stock may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. In addition, we could incur fixed payment obligations as a result of any debt or preferred equity financing. If we raise additional funds through governmental funding, collaborations, strategic partnerships and alliances, or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue or earnings streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us.
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Table of Contents 50 If we are unable to raise additional funds when needed, we will likely need to consider additional cost reduction strategies, which may include, among others, amending, delaying, limiting, reducing, or terminating our development programs, and we may need to seek an in-court or out-of-court restructuring of our liabilities. In the event of such future restructuring activities, holders of our common stock and other securities will likely suffer a total loss of their investment. Contractual obligations and commitments At September 30, 2025, we had no future minimum lease payments under non-cancelable operating lease commitments. From time to time, we enter into contracts in the normal course of business with CROs, collaborators, CMOs and other third-parties for the manufacture of our product candidates, to support clinical trials and preclinical research studies and testing, and for other purposes. Any payments due upon completion or cancellation of these contracts generally consist only of payments for services provided or expenses incurred, including noncancelable obligations of our service providers, up to the date of cancellation although some agreements provide for termination fees or payments for the balance of the term of the agreement. Collaboration obligations On July 29, 2022, we signed a five-year strategic collaboration agreement with The University of Texas M. D. Anderson Cancer Center (“MD Anderson”). Under the collaboration, we anticipated making certain expenditures with respect to Phase I and Phase II clinical trials in part through MD Anderson as a clinical site. MD Anderson was also expected to provide preclinical work under the collaboration. The details of clinical and preclinical work were to be mutually agreed by the parties prior to commencing work. We had agreed to fund up to $10 million over the term of the collaboration. In January 2023, we made an initial payment of $250,000 to MD Anderson recorded as a Prepaid Expense pending such time as payments under the collaboration became due. As a result of changes at MD Anderson and the Company, we and MD Anderson agreed to amend the collaboration to continue our clinical trial currently underway at MD Anderson. Initial expenses of the clinical trial will be charged against the initial payment made to MD Anderson and which for the nine months ended September 30, 2025 and 2024, were $146,372 and $0, respectively. Critical accounting policies and significant judgments and estimates We have based our management’s discussion and analysis of financial condition and results of operations on our financial statements. Our financial statements are prepared in accordance with United States GAAP. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate estimates and assumptions on an ongoing basis. Our actual results may differ from amounts derived from these estimates or from amounts obtained under different assumptions or conditions. While our significant accounting policies are described in more detail in Note 2 to our financial statements for the nine months ended September 30, 2025, elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. Research and development expenses In preparing our financial statements, we are required to estimate our accrued research and development expenses. We rely to a significant extent on third-parties to conduct preclinical studies, manufacture drug substance and drug products, provide materials, conduct analytical testing and to provide clinical trial services, including trial conduct, data management, statistical analysis, medical and safety monitoring, and electronic compilation. At the end of each reporting period, we compare payments made to each service provider and clinical trial site to the estimated progress towards
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Table of Contents 51 completion of the related project. Factors that we consider in preparing these estimates include materials delivered or services provided, milestones achieved, the number of patients enrolled in studies, and other criteria related to the efforts of these vendors. These estimates are subject to change as additional information becomes available. Depending on the timing of payments to vendors and estimated services provided, we record net prepaid or accrued expenses related to these costs. The estimating process involves reviewing open contracts and purchase orders, communicating with our relevant personnel to identify services that have been performed on our behalf or deliveries of materials made to us, and estimating the level of service performed and the associated cost incurred for those services when we have not yet been invoiced or otherwise notified of actual costs. The majority of our service providers invoice us in arrears for services performed, on a pre-determined schedule, or when contractual milestones are met; however, some require advance payments. As of each balance sheet date, we make estimates of our accrued expenses based on facts and circumstances known to us at that time. We periodically confirm the accuracy of the estimates with the service providers and make adjustments if necessary. Examples of estimated accrued research and development expenses include fees paid to: Ø vendors, including research laboratories, in connection with preclinical development activities; Ø CROs and investigative sites in connection with preclinical testing and clinical trials; Ø CMOs in connection with the production of drug substance and drug product formulations for use in preclinical testing and clinical trials; and Ø clinical trial sites. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors exceed the level of services provided at a particular time, resulting in a prepayment of the expense. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we adjust the accrual or the prepaid expense accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. Share-based compensation We measure the expense of share-based awards granted to employees, directors and others based on the fair value of the underlying award on the date of the grant. We recognize the corresponding compensation expense of those awards over the requisite service period, generally the vesting period of the respective award. Through the date of these financial statements, we had issued restricted stock and stock options, each with service-based vesting conditions, and recorded share-based compensation expense resulting from those awards as vesting occurred. All shares of restricted stock have vested and there is no further compensation expense to be recorded in connection with restricted stock. We would apply the graded-vesting method to all share-based awards with performance-based vesting conditions or to awards with both service-based and performance-based vesting conditions. For share-based awards to consultants and non-employees, we recognize compensation expense over the period during which services are rendered by such consultants and non-employees until completed. Warrant accounting We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815 “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and
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Table of Contents 52 whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares and whether warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding. For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and at their fair value on each balance sheet date thereafter. Changes in the estimated fair value of warrants classified as liabilities are recognized as a non-cash gain or loss on our statements of operations. Warrants we issued upon our financings in January and July 2024 and in March 2025 meet the criteria for equity classification under ASC 815 and were classified as equity. Warrants we issued upon a financing that closed December 2, 2024, did not meet the criteria for equity classification under ASC 815 and were classified as liabilities. Warrants issued upon our financings in 2023 meet the criteria for equity classification under ASC 815 and were classified as equity. Factors that May Affect Future Results You should refer to “Risk Factors” elsewhere in this Quarterly Report on Form 10-Q for a discussion of important factors that may affect our future results. Off-balance sheet arrangements During the periods presented, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC. Recently issued accounting pronouncements A description of recently issued accounting pronouncements that may affect our financial position and results of operations is disclosed in Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q. Internal control over financial reporting In preparation of our financial statements to meet the requirements of our IPO, we determined that material weaknesses in our internal control over financial reporting existed prior to our IPO. See “Risk Factors” under the caption, “We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.” In September 2022, we retained an independent consulting firm to assist us improve our control systems and procedures and have implemented new software systems designed to enhance our ability to process financial transaction information. There is no assurance that any controls we implement will prevent fraud or enable accurate or timely financial reporting. Emerging Growth Company and Smaller Reporting Company Status We are an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued more than $1.0 billion in non- convertible debt securities during the prior three-year period; and (iv) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.
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Table of Contents 53 In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards by delaying adoption of these standards until they would apply to private companies. We have elected to use the extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date on which we (i) are no longer an emerging growth company and (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of effective dates applicable to public companies. We are also a “smaller reporting company” meaning that the market value of our stock held by non- affiliates plus the proposed aggregate amount of gross proceeds to us as a result of our initial public offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We will continue to be a smaller reporting company until either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Information Technology Risks Our data and computer systems are subject to threats from malicious software codes and viruses, phishing, ransomware, business email compromise attacks, or other cyber-attacks. In July 2021, we were subject to what we believe was a phishing attack. Although we do not believe this incident had a material impact on our business or financial condition, the number and complexity of these threats continue to increase. See “Risk Factors” under the caption, “We may be unable to adequately protect our information systems from cyberattacks, which could result in the disclosure of confidential or proprietary information, including personal data, damage our reputation, and subject us to significant financial and legal exposure.” We have taken and continue to take steps to mitigate the risk of cyberattacks including enhancing email screening, engaging with a computer support firm to provide forensics and training services, among other services, and enhancing security protocols for vendor payments. We intend to take additional steps to continue to enhance cybersecurity defenses. Despite steps we have taken or may take in the future, there is no assurance that we will not suffer material and adverse consequences as a result of cyberattacks or other computer-based activities. In addition, there is no assurance that any steps we may take will be effective or prevent material adverse effects on our financial condition or results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest rate risk We are exposed to market risk related to changes in interest rates. At September 30, 2025, and December 31, 2024, our cash was held in checking and savings accounts at major U.S. banks. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of our holdings, we do not believe that an immediate 10% change in interest rates would materially affect the fair market value of our investments or our financial position or results of operations. At September 30, 2025, and December 31, 2024, we had no debt outstanding other than liabilities related to the right-of-use asset from our sublease in Newton, Massachusetts. We currently, therefore, are not subject to interest rate risk related to debt. Foreign currency exchange risk Our primary exposure to market risk is foreign exchange rate sensitivity to the Euro, the currency for certain of our major purchases. For the three and nine months ended September 30, 2025, we recognized a loss on foreign currency transactions of $32 thousand and $120 thousand, respectively, recorded as a component of other income (expense) in our
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Table of Contents 54 statements of operations. We do not believe that an immediate 5% change in the Euro exchange rate would have a material effect on our results of operations. As we continue to develop our business, our results of operations and cash flows will likely be more affected by fluctuations in foreign currency exchange rates, including the Euro and other currencies, which could adversely affect our results of operations. To date, we have not entered into any foreign currency hedging contracts to mitigate our exposure to foreign currency exchange risk. ITEM 4. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected. Our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based upon such evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective. Continuing Remediation Efforts To remediate the previous material weaknesses in our internal control over financial reporting and address other deficiencies in our accounting processes, we previously began and continue to implement steps to address these matters, including the following: ● implementing more robust accounting policies and procedures; ● hiring of or engaging additional finance and accounting personnel including consultants and other third-party resources with requisite experience and technical accounting expertise; ● implementing new accounting and operating software; ● documenting and formally assessing our accounting and financial reporting policies and procedures; and ● assessing significant accounting transactions and other technical accounting and financial reporting issues, preparing accounting memoranda addressing these issues and maintaining these memoranda in our corporate records.
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Table of Contents 55 Also, in September 2022, we engaged an independent consulting firm to assist us in determining what personnel are needed, evaluating and improving our accounting processes, and in evaluating new accounting policies, which work is ongoing. While we believe that these efforts have improved our internal control over financial reporting and that we have remediated the material weaknesses in internal control over financial reporting described above, implementation of these and other measures will be ongoing and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles. We cannot reasonably estimate when these remediation measures will be completed nor can we assure you that the measures we have taken to date, or measures we may take in the future, will be sufficient to avoid potential future material weaknesses. Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary. Changes in Internal Control over Financial Reporting Other than the remediation measures taken to date as described above, there were no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the nine months ended September 30, 2025, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. While we believe that the actions we have taken have improved our internal control over financial reporting and that we have remediated the material weaknesses in internal control over financial reporting described above, we cannot assure you that the measures we have taken to date, or measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
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Table of Contents PART II OTHER INFORMATION Item 1. Legal Proceedings From time to time, we may become subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any legal proceedings, and we are not aware of any pending or threatened legal proceedings against us that we believe could have a material adverse effect on our business, operating results or financial condition except claims by an investment bank that it is entitled to fees, claims which the Company rigorously disputes. Item 1A. Risk Factors Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, or our Annual Report, filed with the SEC, as amended and supplemented by the information in our subsequent Quarterly Reports on Form 10-Q or other subsequent filings, together with all of the other information contained in this Quarterly Report, including our unaudited financial statements and the related notes appearing elsewhere in this Quarterly Report, and the risk factors set forth below. The risk factors disclosure in our Annual Report and subsequent Quarterly Reports on Form 10-Q is qualified by the information that is described in this Quarterly Report. Any of these factors could result in a significant or material adverse effect on our business, results of operations or financial condition. Additional risk factors not currently known to us or that we currently deem immaterial may also have a material adverse effect on our business, financial condition or results of operations. You should review the risk factors in our Annual Report and the risk factors discussed below for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. We could lose our listing on the Nasdaq Capital Market which would in all likelihood make our common stock significantly less liquid, adversely affect its value, and make raising additional capital far more difficult. From time to time, the Nasdaq Stock Market (“Nasdaq”) has notified us that we were not in compliance with certain listing requirements. As of the date of this Quarterly Report on Form 10-Q, we are in compliance with Nasdaq listing requirements. In the event of a delisting from the Nasdaq Capital Market, we may seek to have our stock traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or, together, Exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than Exchange-listed stocks. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging to raise capital. As further described elsewhere in this Quarterly Report on Form 10-Q, in light of our financial position and our need to raise additional capital, delisting of our common stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital. We may need to seek an in-court or out-of-court restructuring of our liabilities. In the event of such restructuring activities, holders of our common stock and other securities will likely suffer a total loss of their investment. We will need to raise additional capital to continue operations in the future. As of September 30, 2025, we had cash of approximately $2.8 million. In connection with the October 8, 2025, Investment, we received $20 million in equity. We believe that the combined amount of these funds will enable us to fund our operating expenses and capital requirements into the fourth quarter 2026. We will need to raise additional capital to continue as a going concern. The failure to obtain sufficient additional funds on commercially acceptable terms or at all when needed to fund our operations and satisfy our obligations to creditors may have a material adverse effect
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Table of Contents 57 on our business, results of operations and financial condition and jeopardize our ability to continue operations. If we do not obtain capital when needed, we may be forced to amend, delay, limit, reduce or terminate the scope of our development programs and/or limit or cease our operations. Adverse global conditions, including economic uncertainty and tariffs, may negatively affect our financial results. Global conditions, dislocations in the financial markets, or inflation could adversely impact our business. In addition, the global macroeconomic environment has been and may continue to be negatively affected by, among other things, instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries, instability in global credit markets, supply chain weaknesses, instability in the geopolitical environment, political tensions, and foreign governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets, which may adversely affect our business. For example, certain governments (including the United States government) have imposed or may impose tariffs on a wide range of products, raw materials, and intermediate goods. Additional tariffs, or retaliatory measures by other countries in response, may be implemented at any time. We cannot predict future changes in trade policy or the terms of any renegotiated trade agreements, nor can we determine the impact they may have on our business. Any such changes could have a material adverse effect on our business, financial condition, and results of operations. Legislation or other changes in U.S. tax law may have a material adverse effect on our business, cash flow, financial condition, or results of operations. The rules dealing with U.S. federal, state, and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. For example, the One Big Beautiful Bill Act ("H.R.1") was signed into law on July 4, 2025, and made significant changes to U.S. federal tax law. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. For example, under Section 174 of the Internal Revenue Code of 1986, as amended, (the “IRC”) in taxable years beginning after December 31, 2021, expenses that are incurred for research and development performed outside the U.S. will be capitalized and amortized, which may have an adverse effect on our cash flow. H.R.1 provides that for taxable years beginning after December 31, 2024, expenses that are incurred for research and development performed in the U.S. may, at the taxpayer’s election, be immediately deducted or capitalized and amortized. In addition, H.R.1 provides that for taxable years beginning after December 31, 2021, and before January 1, 2025, certain eligible taxpayers generally may elect to retroactively deduct expenses for research and development performed in the U.S. in such taxable years by filing amended tax returns for such taxable years, and all other taxpayers that are not eligible to make such an election and that amortized expenses for research and development performed in the U.S. in such taxable years generally may elect to accelerate and deduct the remaining unamortized amounts of such research and development expenses (i) in the first taxable year beginning after December 31, 2024, or (ii) ratably over the two-taxable years period beginning with the first taxable year beginning after December 31, 2024. In recent years, many changes have been made to applicable tax laws and changes are likely to continue to occur in the future. For example, under Section 174 of the Code, in taxable years beginning after December 31, 2021, expenses that are incurred for research and development in the U.S. will be capitalized and amortized, which may have an adverse effect on our cash flow. Future changes in tax laws could have a material adverse effect on our business, cash flow, financial condition or results of operations. It cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase in our or our stockholders’ tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof. We urge investors to consult with their legal and tax advisers regarding the implications of actual and potential changes in tax laws on investment in our common stock.
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Table of Contents 58 A variety of factors, including inadequate funding for the FDA, the SEC and other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business. The ability of FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel, accept payments of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result of these and other factors. In particular, it has been reported that FDA’s planned expansion of its oncology division is delayed. In addition, government funding of the SEC and other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable. Disruptions at FDA and other agencies may also slow the time necessary for new therapeutic candidates to be reviewed and/or approved by those agencies, which would adversely affect our business. For example, over the last several years, the U.S. government has shut down several times, and certain regulatory agencies, such as FDA and the SEC, have had to furlough critical employees and stop critical activities. Should FDA determine that an inspection is necessary for approval and an inspection cannot be completed during the review cycle due to restrictions on travel or for other reasons, and FDA does not determine that a remote interactive evaluation will be adequate, the agency has stated that it generally intends to issue, depending on the circumstances, a complete response letter or defer action on the application until an inspection can be completed. Regulatory authorities outside the U.S. may adopt similar restrictions or other policy measures in response to a pandemic or for other reasons and may experience delays in their regulatory activities. While the full impact of a U.S. federal government shutdown cannot be determined, a shutdown could affect us in several ways, including, but not limited to, the following: ● A shutdown could reduce or delay services from federal agencies that are critical to our business, such as the Internal Revenue Service (IRS) and the SEC. Delays in income verification, social security number verification, and regulatory reviews, approvals, or inspections could disrupt our operations or time-sensitive transactions. ● Critical government functions could be affected causing delays that impact the broader market. For instance, the Bureau of Labor Statistics and other agencies might pause the release of key economic indicators, which could increase market volatility. The length and severity of any potential shutdown are uncertain, making it difficult to predict the full impact on our business. Uncertainty regarding the potential for new initiatives, laws, regulations, policies and guidance affecting our product candidates or other aspects of our business, could materially and adversely affect our business. There is substantial uncertainty as to whether and how the current administration will seek to modify or revise the requirements and policies of the FDA and other regulatory agencies with jurisdiction over our product candidates and any products for which we obtain approval. This uncertainty could present new challenges as we navigate development and approval of our therapeutic candidates or any future product candidates. Some of these efforts have to date manifested in the form of personnel cuts and measures that could impact the FDA’s ability to hire and retain key personnel. This could result in delays or limitations on our ability to obtain guidance from the FDA on our therapeutic candidates or any future product candidates we develop or on our ability to obtain requisite regulatory approvals in the future. There is uncertainty as to whether we will be materially and negatively impacted by governmental orders, regulations, policies or guidance, or disruptions to the normal operations of government agencies making it difficult to predict the full impact on our business.
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Table of Contents 59 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Unregistered Sales of Equity Securities None. (b) Use of Proceeds from Initial Public Offering of Common Stock Not applicable. (c) Issuer Purchases of Equity Securities None. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None.
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Table of Contents 60 Item 6. Exhibits 2.1+ Membership Interest Purchase Agreement dated October 8, 2025, relating to ABCJ, LLC by and between TransCode Therapeutics, Inc. and DEFJ, LLC. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025). 3.1 Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024). 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on January 16, 2024). 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on November 29, 2024). 3.5 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8- K, filed on May 5, 2025). 3.6 Amended and Restated Bylaws of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.5 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)). 3.7 Amendment No. 1 to the Amended and Restated Bylaws of TransCode Therapeutics, Inc., effective as of December 8, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 8, 2023). 3.8 Amended and Restated Certificate of Designation of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated October 27, 2025 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 27, 2025). 4.1+ Registration Rights Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025). 10.1+ Investment Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on October 8, 2025). 10.2 Repurchase Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025). 10.3 Contingent Value Rights Agreement dated as of October 8, 2025, by and between TransCode Therapeutics, Inc. and Vstock Transfer, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on October 17, 2025). 10.4*† Second Amendment to Exclusive Patent License Agreement by and between TransCode Therapeutics, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, dated as of September 30, 2025. 10.5* Employment Agreement with Philippe Calais, dated as of October 8, 2025.
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Table of Contents 61 31.1* Certification of principal executive officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 31.2* Certification of principal financial officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 32.1** Certification of principal executive officer pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code. 32.2** Certification of principal financial officer pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. † Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. + Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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Table of Contents 62 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TRANSCODE THERAPEUTICS, INC. Date: November 14, 2025 /s/ Philippe P. Calais Philippe P. Calais Chief Executive Officer (Principal Executive Officer) Date: November 14, 2025 /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Chief Financial Officer (Principal Financial and Accounting Officer) August
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Exhibit 10.4 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[**]”. SUCH IDENTIFIEDINFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSECOMPETITIVE HARM TO THE COMPANY IF DISCLOSED. SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No. [**] MGH Case No(s). [**] and [**] This second amendment to exclusive patent license agreement (the “Second Amendment”), is effective as of August 15th, 2025 (“Second Amendment Effective Date”), by and between The General Hospital Corporation, a not-for- profit Massachusetts corporation, d/b/a Massachusetts General Hospital, with its principal place of business located at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), and TransCode Therapeutics, Inc., a Delaware corporation, with its principal business address at 6 Liberty Square, #2382, Boston, Massachusetts 02109 (“Company”), each herein referred to as a “Party” and collectively as the “Parties”. Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Agreement (as defined below). RECITALS WHEREAS, Hospital and Company are parties to an exclusive patent license agreement, MGH Agreement No. [**], effective as of October 26, 2018, as previously amended, effective as of October 30, 2020 (together, the “Agreement”); WHEREAS, Hospital and Company now desire to amend the Agreement to revise the diligence requirements and milestone payments, with the payment of an amendment fee; and WHEREAS, Hospital and Company desire to update the notice and contact addresses for Hospital and Company, respectively. NOW THEREFORE, in consideration of the promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hospital and Company hereby agree as follows: 1. AMENDMENT 1.1 In consideration of the diligence requirements being revised, Company shall pay Hospital a non-refundable license amendment fee of seventy-five thousand U.S. dollars ($75,000), which shall be due upon execution of this Second Amendment. 1.2 Section 12.2 of the Agreement is hereby amended to provide that the notice and contact addresses for Hospital shall be as follows:
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Hospital Contacts Contact for notices: Chief Innovation Officer The General Hospital Corporation MGB Innovation STE 999 399 Revolution Drive Somerville, MA 02145 Reference Agreement No. [**] Contact for invoice and billing-related inquiries: E-mail: [**] Contact for intellectual property matters: E-mail: [**] Section 12.2 of the Agreement is hereby amended to provide that the notice and contact addresses for Company shall be as follows: Company Contacts Contact for notices: Chief Executive Officer TransCode Therapeutics, Inc. 6 Liberty Square, #2382 Boston, MA 02109 E-mail: [**] Reference MGH Agreement No. [**] Contact for invoice and billing-related inquiries: E-mail: [**] Contact for intellectual property matters: E-mail: [**] 1.3 Section 3.1(a)(v)-(vii) shall be deleted in its entirety and replaced with clauses (v) through (viii) below, Section 3.1(a)(ix)-(xii) shall be deleted in its entirety and replaced with clauses (ix) through (xiii) below, and the final paragraph in Section 3.1(a) shall be deleted in its entirety and replaced below: “Patent Family 1 (v) Within [**], Company shall itself, or through an Affiliate or Sublicensee, dose a first human subject in a Phase II clinical trial for a Therapeutic Product or Therapeutic Process covered by Patent Family 1; (vi) [intentionally deleted];
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(vii) Within [**], Company shall itself, or through an Affiliate or Sublicensee, dose a first human subject in a Phase III clinical trial for a Therapeutic Product or Therapeutic Process covered by Patent Family 1. This requirement will be deemed to have been achieved if, prior to [**], FDA permits Company, itself or through an Affiliate or Sublicenses, to commence marketing a Therapeutic Product or Therapeutic Process covered by Patent Family 1; (viii) Within [**], Company shall itself, or through an Affiliate or Sublicensee, make a First Commercial Sale of a Therapeutic Product or Therapeutic Process covered by Patent Family 1 in the United States of America or any country in Europe; Patent Family 2 (ix) Within [**], Company shall have submitted an investigational new drug application filing with the United States Food and Drug Administration (FDA) for a Therapeutic Product or Therapeutic Process covered by Patent Family 2; (x) Within [**], Company shall itself, or through an Affiliate or Sublicensee, dose a first human subject in a Phase I clinical trial for a Therapeutic Product or Therapeutic Process covered by Patent Family 2; (xi) Within [**], Company shall itself, or through an Affiliate or Sublicensee, dose a first human subject in a Phase II clinical trial for a Therapeutic Product or Therapeutic Process covered by Patent Family 2. This requirement will be deemed to have been achieved if, prior to [**], FDA permits Company, itself or through an Affiliate or Sublicenses, to commence marketing a Therapeutic Product or Therapeutic Process covered by Patent Family 2; (xii) Within [**], Company shall itself, or through an Affiliate or Sublicensee, dose a first human subject in a Phase III clinical trial for a Therapeutic Product or Therapeutic Process covered by Patent Family 2. This requirement will be deemed to have been achieved if, prior to [**], FDA permits Company itself or through an Affiliate or Sublicenses, to commence marketing a Therapeutic Product or Therapeutic Process covered by Patent Family 2; (xiii) Within [**], Company shall itself, or through an Affiliate or Sublicensee, make a First Commercial Sale of a Therapeutic Product or Therapeutic Process covered by Patent Family 2 in the United States of America or any country in Europe; Notwithstanding the foregoing, Hospital shall not unreasonably withhold its consent to any revision in such time periods whenever requested in writing by Company at least three months prior to the conclusion of the applicable time period and supported by evidence of technical difficulties or delays in regulatory processes that are outside of Company’s reasonable control. The revised deadline resulting from any such request shall be subject to all terms of this Agreement, as amended by this Second Amendment, including without limitation the right of
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Hospital to terminate for default pursuant to Section 10.4. The Parties acknowledge and agree that, as of the Second Amendment Effective Date, no event of default or other breach exists under this Agreement, as amended by this Second Amendment.” 1.4 First paragraph of Section 4.4 shall be deleted in its entirety and replaced with the following: “4.4 Milestone Payments. In addition to the payments set forth in Sections 4.1 through 4.3 above, Company shall pay Hospital one-time milestone payments, which shall not exceed a maximum total amount of two million nine hundred and fifty thousand U.S. dollars ($2,950,000.00) for Products and Processes covered by each Patent Family (as described in the Agreement Appendix A, titled Description of Patent Rights), as follows:” 1.5 Section 4.4 (b) shall be deleted in its entirety and replaced with the following: “ (b) For Therapeutic Products or Therapeutic Processes: (i) [**] dollars [**] within sixty (60) days following dosing of first patient in the first phase II clinical trial for a Therapeutic Product or Therapeutic Process for each Patent Family; (ii) [**] dollars [**] within sixty (60) days following dosing of first patient in the first phase III clinical trial for a Therapeutic Product or Therapeutic Process for each Patent Family; and (iii) [**] dollars ([**] within sixty (60) days following the First Commercial Sale for a Therapeutic Product or Therapeutic Process for each Patent Family.” 1.6 The following Section 4.8 is added to the Agreement: “4.8 Change of Control In the event of a Liquidity Event, as hereafter defined, Company shall make a one-time payment to Hospital if any cash funds remain after first satisfying the valid preference rights of any preferred stockholders of Company upon the first occurrence of a Liquidity Event. For clarity and the avoidance of doubt, (A) the Parties agree that the proposed transaction which the Company is currently negotiating involving (i) a proposed acquisition by the Company in exchange for the issuance of in excess of a majority of shares of common stock of the Company (calculated on a fully diluted basis), and (ii) the concurrent closing of a twenty five million dollar ($25,000,000.00) equity financing (the “Exempted Transaction”) shall not be deemed a Liquidity Event as defined below and
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(B) only one of these payments shall be made by Company to Hospital. Upon any such Liquidity Event, Company shall pay to Hospital a one-time lump sum payment equal to: (a) If the Liquidity Event Value is between [**] dollars ([**]) and [**] dollars ([**]), a payment to Hospital of [**]; or (b) if the Liquidity Event Value is more than [**] dollars ([**]), a payment to Hospital of [**]. The term “Liquidity Event” shall mean any of the following (in no event including the Exempted Transaction) provided that such event results in a cash distribution to the stockholders holding common stock from cash funds received by the Company upon such event: (i) a merger or consolidation, to or with, a third party, as a result of which the shareholders of Company shall cease to own the majority of the voting shares of Company; or (ii) a third party, together with its affiliates, becoming the owner of fifty percent (50%) or more of the combined voting power of the voting stock, including, without limitation, all outstanding securities of the Company; or (iii) transfer or sale of all or substantially all of the assets of the Company. The term “Liquidity Event Value” shall mean the valuation of payments or, purchase fees, in cash or stock received for Company common stock or received by Company common stockholders.” 1.7 Section 12.11 shall be deleted in its entirety and replaced with: “12.11 Survival. In addition to any specific survival references in this Agreement, Sections 1, 2.4, 4.2, 4.6, 4.7, 4.8, 5.3, 5.4, 5.5, 6.4, 8.1, 8.2, 9.2, 9.3, 10.7, 10.8, 10.9, 12.1, 12.2, 12.3, 12.4, 12.7, 12.8, 12.9, 12.10, 12.11, 12.13 and 12.14 shall survive termination or expiration of this Agreement. Any other rights, responsibilities, obligations, covenants and warranties which by their nature should survive this Agreement shall similarly survive and remain in effect.” 1.8 Except as herein provided, the Agreement and all of its terms, covenants and conditions are hereby ratified and confirmed in all respects and remain in full force and effect. The Agreement shall, together with this Second Amendment, be read and construed as a single agreement. 1.9 This Second Amendment may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Second Amendment may be executed electronically/digitally in compliance with the Massachusetts Uniform Electronic Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures In Global And National
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Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this Second Amendment agree that, if used, electronic/digital signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures. The remainder of this page is intentionally left blank.
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IN WITNESS WHEREOF, the Parties have caused this Second Amendment to Agreement to be executed and delivered by their duly authorized representatives as of the Second Amendment Effective Date. TRANSCODE THERAPEUTICS, INC. THE GENERAL HOSPITAL CORPORATION By: /s/ Thomas A. Fitzgerald By: /s/Nimra Taqi Name:Thomas A. Fitzgerald Name:Nimra Taqi Title: Interim CEO; CFO Title: VP Business Development & Licensing Date: 09/30/2025 Date: 09/30/2025 The remainder of this page is intentionally left blank.
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Exhibit 10.5 Execution Version TRANSCODE THERAPEUTICS, INC. 6 Liberty Square - #2382, Boston, MA 02109 October 8, 2025 Philippe P Calais Re: EMPLOYMENT AGREEMENT Dear Philippe: This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and TransCode Therapeutics, Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”). 1. Duties and Scope of Employment. (a) At-Will Employment. Executive commenced non-Employment service as a member of the Board (as defined below) with the Company in October 2018 and will commence full-time Employment with the Company effective as of October 8, 2025 (the “Effective Date”), the terms of which will be governed by this Agreement. Executive’s Employment with the Company is for no specified period and constitutes “at will” employment. As a result, Executive is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. Similarly, the Company is free to terminate Executive’s Employment at any time, with or without advance notice, and with or without Cause (as defined below). Furthermore, although terms and conditions of Executive’s Employment with the Company may change over time, nothing shall change the at-will nature of Executive’s Employment. (b) Position and Responsibilities. During the Employment Period, the Company agrees to employ Executive in the position of Chief Executive Officer. Executive will report to the Company’s Board of Directors, or to such other Person as the Company subsequently may determine (the “Board”), and Executive will be working out of the Company’s office in Boca Raton, Florida, subject to reasonable business travel (including to Woburn, Massachusetts) based upon the needs of the Company, subject to the terms of any Company travel policies in place from time to time. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive’s position or as otherwise may be assigned or delegated to Executive by the Board. During the Employment Period, Executive shall also serve as Chairman of the Board. (c) Obligations to the Company. During the Employment Period, Executive shall perform Executive’s duties faithfully and to the best of Executive’s ability and, except as otherwise provided on Attachment A, will devote Executive’s full business efforts and time to the Company. During the Employment Period, without the prior written approval of the Board, Executive shall not render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than five percent (5%) of the stock of any
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other corporation. Notwithstanding the foregoing, Executive may provide the services set forth on Attachment A, and may serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of the Board; provided that such activities do not individually or in the aggregate (x) materially interfere with the performance of Executive’s duties under this Agreement or (y) create a potential business or fiduciary conflict. Executive shall comply with the Company’s policies and rules, as they may be in effect from time to time during Executive’s Employment. (d) No Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Agreement or that would otherwise prohibit Executive from performing Executive’s duties with the Company. In connection with Executive’s Employment, Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which Executive or any other Person has any right, title or interest and Executive’s Employment will not infringe or violate the rights of any other Person. Executive represents and warrants to the Company that Executive has returned all property and confidential information belonging to any prior employer. 2. Cash and Incentive Compensation. (a) Base Salary. The Company shall pay Executive, as compensation for Executive’s services, a base salary at a gross annual rate of $555,000, less all required tax withholdings and other applicable deductions, in accordance with the Company’s standard payroll procedures. The annual compensation specified in this subsection (a), together with any modifications in such compensation that the Company may make from time to time, is referred to in this Agreement as the “Base Salary.” Executive’s Base Salary will be subject to review and potential increases based upon the Company’s normal performance review practices. Effective as of the date of any change to Executive’s Base Salary, the Base Salary as so changed shall be considered the new Base Salary for all purposes of this Agreement. (b) Cash Incentive Bonus. Executive will be eligible to be considered for an annual cash incentive bonus (the “Cash Bonus”) each calendar year during the Employment Period based upon the achievement of certain objective or subjective criteria (collectively, the “Performance Goals”). In compliance with all relevant legal requirements and based on Executive’s level within the Company, the Performance Goals for Executive’s Cash Bonus for a particular year will be established by, and in the sole discretion of, the Company’s Board of Directors (the “Board”) or any Compensation Committee of the Board (including any delegate thereof, the “Committee”), as applicable. The target amount for any such Cash Bonus will be at least 50% of Executive’s Base Salary (the “Target Bonus Percentage”), less all required tax withholdings and other applicable deductions. The determinations of the Board or the Committee, as applicable, with respect to such Cash Bonus or the Target Bonus Percentage shall be final and binding. Executive shall not earn a Cash Bonus unless Executive is employed by the Company through the end of the applicable performance year. (c) Stock Options. Subject to the approval of the Board or the Committee (or the comparable body of any successor entity), as applicable, the Company (or, as applicable, such
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successor entity) shall grant Executive a stock option to purchase a number of shares of the Company’s (or such successor entity’s) common stock equal to 4% of the Company’s capitalization on a fully-diluted basis (the “Option”). The Option shall be granted as soon as reasonably practicable after the Effective Date. The exercise price per share will be equal to the fair market value per share on the date the Option is granted, as determined by the issuer in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. Executive should consult with Executive’s own tax advisor concerning the tax risks associated with accepting an option to purchase a share of common stock. The term of the Option shall be ten (10) years, subject to earlier expiration in the event of the termination of Executive’s services to the Company. Subject to any vesting acceleration rights Executive may have, the Option will vest as to twenty-five percent (25%) of the total shares subject to the Option on the twelve (12) month anniversary of the Effective Date, and as to one forty-eighth (1/48th ) of the total shares subject to the Option on the corresponding day of each month thereafter (and if there is no corresponding day, the last day of the month), so that the Option will be fully vested and exercisable four (4) years from the Effective Date, subject to Executive continuing to provide services to the Company through each vesting date. Executive will be eligible for future awards, as determined in the sole discretion of the Board or the Committee, as applicable. 3. Employee Benefits. During the Employment Period, Executive shall be eligible to (a) receive paid time off (“PTO”) in accordance with the Company’s PTO policy, as it may be amended from time to time and (b) participate in the employee benefit plans maintained by the Company and generally available to similarly situated employees of the Company, subject in each case to the generally applicable terms and conditions of the plan or policy in question and to the determinations of any Person or committee administering such employee benefit plan or policy. The Company reserves the right to cancel or change the employee benefit plans, policies and programs it offers to its employees at any time. To the extent the Company makes directors’ and officers’ liability insurance available to the directors, it will also make it available to Executive on the same terms as other directors. Notwithstanding the foregoing, in no event will Executive receive less than five weeks PTO annually, and accrued but unused PTO will be cashed out in connection with Executive’s cessation of service for any reason. 4. Business Expenses. The Company will reimburse Executive for necessary and reasonable business expenses incurred in connection with Executive’s duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies. Subject to such audits as the Company may deem necessary, the Company shall reimburse Executive the full amount of any such expenses advanced by Executive. Reimbursable expenses shall also include a reimbursement for health, dental and vision benefits plans on the individual market if the Company does not sponsor such plans at any relevant time. 5. Rights Upon Termination. Except as expressly provided in Section 6, upon the termination of Executive’s Employment, Executive shall only be entitled to (i) the accrued but unpaid Base Salary compensation and PTO, (ii) other benefits earned and the reimbursements described in this Agreement or under any Company-provided plans, policies, and arrangements for the period preceding the effective date of the termination of Employment, each in accordance with the governing documents and policies of any such benefits, reimbursements, plans and
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arrangements, and (iii) such other compensation or benefits from the Company as may be required by law (collectively, the “Accrued Benefits”). 6. Termination Benefits. (a) Termination without Cause or Resignation for Good Reason and not in Connection with a Change in Control. If (x) the Company (or any parent, subsidiary or successor of the Company) terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, in each case at any time other than during the Change in Control Period (as defined below), then, subject to Section 7, Executive will be entitled to the following: (i) Accrued Compensation. The Company will pay Executive all Accrued Benefits. (ii) Severance Payment. Executive will receive semi-monthly continuing payments of severance pay at a rate equal to Executive’s Base Salary, as then in effect, for twelve (12) months following the date of Executive’s termination of Employment (the “Date of Termination”), less all required tax withholdings and other applicable deductions, which will be paid in accordance with the Company’s regular payroll procedures commencing on the Release Deadline (as defined in Section 7(a)); provided that the first payment shall include any amounts that would have been paid to Executive if payment had commenced on the Date of Termination. (iii) Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earlier of (A) twelve (12) months following the Date of Termination, (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, or (C) the date upon which Executive is (or Executive’s eligible dependents are) no longer eligible for COBRA coverage. (iv) Pro-Rated Bonus Payment. Executive will receive a pro-rated annual bonus for the fiscal year in which Executive terminates employment equal to (x) the annual bonus that Executive would have received based on actual performance for such fiscal year if Executive had remained in the employ of the Company for the entire fiscal year multiplied by (y) a fraction, the numerator of which is the number of days Executive was in the employ of the Company during the fiscal year including the Date of Termination and the denominator of which is 365, multiplied by (z) 1.0, which, if any, shall be paid at the same time annual bonuses are paid by the Company to other executives of the Company for the fiscal year in which Executive terminated employment, but no later than March 15th of the calendar year following the calendar year in which Executive terminated employment. (b) Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the period commencing six (6) months before
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and ending twenty-four (24) months immediately following a Change in Control (the “Change in Control Period”), (x) the Company terminates Executive’s employment with the Company for a reason other than (i) Cause, (ii) Executive becoming Disabled or (iii) Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 7, Executive will receive the following severance benefits from the Company in lieu of the benefits described in Section 6(a) above: (i) Accrued Compensation. The Company will pay Executive all Accrued Benefits. (ii) Severance Payment. Executive will receive a lump sum severance payment equal to eighteen (18) months of Executive’s Base Salary as in effect immediately prior to the Date of Termination, less all required tax withholdings and other applicable deductions, which will be paid in accordance with the Company’s regular payroll procedures. (iii) Continued Employee Benefits. If Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earlier of (A) eighteen (18) months following the Date of Termination, (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, or (C) the date upon which Executive is (or Executive’s eligible dependents are) no longer eligible for COBRA coverage. (iv) Equity Acceleration. All of Executive’s unvested and outstanding equity awards shall immediately vest (and, as applicable become exercisable) as of the Date of Termination. (v) Pro-Rated Bonus Payment. Executive will receive a pro-rated annual bonus for the fiscal year in which Executive terminates employment equal to (x) the annual bonus that Executive would have received based on the greater of actual or target performance for such fiscal year if Executive had remained in the employ of the Company for the entire fiscal year multiplied by (y) a fraction, the numerator of which is the number of days Executive was in the employ of the Company during the fiscal year including the Date of Termination and the denominator of which is 365, multiplied by (z) 1.5, which shall be paid at the same time annual bonuses are paid by the Company to other executives of the Company for the fiscal year in which Executive terminated employment, but no later than March 15th of the calendar year following the calendar year in which Executive terminated employment. (c) Disability; Death; Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company is terminated due to (i) Executive becoming Disabled or Executive’s death, (ii) Executive’s voluntary resignation (other than for Good Reason), or (iii) the Company’s termination of Executive’s employment with the Company for Cause, then Executive or Executive’s estate (as the case may be) will receive the Accrued Benefits, but will not be entitled to any other compensation or benefits from the Company except to the extent required by law (for example, COBRA). All Accrued Benefits shall in all cases be paid within
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thirty (30) days of Executive’s termination of employment (or such earlier date as required by applicable law) pursuant to this Section 6(c). (d) Timing of Payments. Subject to any specific timing provisions in Section 6(a), 6(b), or 6(c), as applicable, or the provisions of Section 7, payment of the severance and benefits hereunder shall be made or commence to be made as soon as practicable following Executive’s termination of employment. (e) Exclusive Remedy. In the event of a termination of Executive’s employment with the Company (or any parent, subsidiary or successor of the Company), the provisions of this Section 6 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will be entitled to no other severance, benefits, compensation or other payments or rights upon a termination of employment other than those benefits expressly set forth in Section 6 or pursuant to written equity award agreements with the Company. (f) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment. 7. Conditions to Receipt of Severance. (a) Release of Claims Agreement. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 7(b)(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 6, (ii) the date the Release becomes effective, or (iii) Section 7(b)(ii); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the Date of Termination. (b) Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement
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that, when considered together with any other severance payments or separation benefits, are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination of employment (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following the Date of Termination, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the Date of Termination. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following the Date of Termination, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iii) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations is not intended to constitute Deferred Payments for purposes of clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (2) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year.
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(vi) The payments and benefits provided under Sections 6(a) and 6(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding the foregoing, the Company makes no tax representation or warranty and shall have no liability to Executive with respect to any penalties or taxes, including taxes imposed by Section 409A, that are, or may be, imposed with respect to this Agreement or any payments or benefits hereunder. 8. Definition of Terms. The following terms referred to in this Agreement will have the following meanings: (a) Cause. “Cause” means: (i) Executive’s gross negligence or willful misconduct in the performance of his or her duties and responsibilities to the Company or Executive’s violation of any written Company policy; (ii) Executive’s commission of any act of fraud, theft, embezzlement, financial dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) Executive’s conviction of, or pleading guilty or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude; (iv) Executive’s alcohol abuse or other substance abuse; (v) Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (vi) Executive’s material breach of any of his or her obligations under any written agreement or covenant with the Company. The Company will not terminate Executive for Cause without first providing Executive with written notice of the acts or omissions constituting the grounds for Cause within sixty (60) days of the initial existence of the grounds for Cause and, if capable of cure, a reasonable cure period of not less than thirty (30) days following the date Executive receives such notice during which such condition must not have been cured. (b) Change in Control. “Change in Control” means (i) any sale, lease, exclusive license, transfer, distribution or other disposition of all or substantially all of the assets of the Company or any business unit representing at least fifty percent (50%) of the Company’s activities, (ii) any merger or consolidation of the Company with or into one or more other entities as a result of which the holders of a majority of the Company’s outstanding voting stock cease to
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own a majority of the voting stock of the surviving entity or (iii) any transfer or series of related transfers of a majority of the outstanding equity securities of the Company designed to be a business combination or acquisition of the Company and not an equity financing for the purpose of securing working capital. (c) Code. “Code” means the Internal Revenue Code of 1986, as amended. (d) Disability. “Disability” or “Disabled” means that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one (1) year. (e) Good Reason. “Good Reason” means Executive’s termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive’s consent: (i) A material reduction of Executive’s duties, authority or responsibilities, relative to Executive’s duties, authority or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a change of control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute Good Reason; (ii) A reduction in Executive’s Base Salary or Target Bonus Percentage; (iii) A material change in the geographic location of Executive’s primary work facility or location in Boca Raton, Florida; provided, that a relocation of less than fifty (50) miles from Executive’s then-present work location in Boca Raton, Florida will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the initial existence of the grounds for Good Reason and, if capable of cure, a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice during which such condition must not have been cured. (f) Governmental Authority. “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal. (g) Person. “Person” shall be construed in the broadest sense and means and includes any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity or Governmental Authority.
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(h) Section 409A. “Section 409A” means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder or any state law equivalent. (i) Section 409A Limit. “Section 409A Limit” shall mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his or her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Date of Termination occurred. 9. Restrictive Covenants. (a) Non-Compete Commitment. During the Employment Period and for a period of one year following the Date of Termination, regardless of the reason for the termination of Executive’s employment and whether such termination occurs at the initiative of Executive or the Company, Executive agrees that Executive will not accept any position as principal executive officer, president, or chief executive officer with, or provide comparable level executive consultation to any Competitive Business of the Company. As used herein, a “Competitive Business” is a business (including, but not limited to, a business started by Executive) that is in the business of providing activities, products, or services that are competitive with those provided by the Company and that are of the type conducted, authorized, offered, provided, or under development by the Company within one year prior to Executive’s Date of Termination. (b) Agreement Not to Solicit Employees. During the Employment Period and for a period of one year following the Date of Termination, regardless of the reason for the termination of Executive’s employment and whether such termination occurs at the initiative of Executive or the Company, Executive covenants and agrees that Executive shall not (i) solicit, recruit, or hire (or attempt to solicit, recruit, or hire) or otherwise assist anyone in soliciting, recruiting, or hiring, any employee or independent contractor of the Company who performed work for the Company within the last year of Executive’s employment with the Company until that employee’s employment or that independent contractor’s engagement with the Company has been voluntarily or involuntarily terminated for at least six months, or (ii) otherwise encourage, solicit, or support any employee(s) or independent contractor(s) to leave their employment with the Company. (c) Non-Solicitation of Customers or Clients. During the Employment Period and for a period of one year following the Date of Termination, regardless of the reason for the termination of Executive’s employment and whether such termination occurs at the initiative of Executive or the Company, Executive agrees not to solicit, directly or by assisting others, any business from any of the Company’s customers or clients, including actively sought prospective customers or clients, with whom Executive has had material contact during the one-year period prior to the termination of the Employment Period with the Company, for the purpose of providing products or services that are competitive with those provided by the Company. As used in this paragraph, “material contact” means the contact between Executive and each customer, client or vendor, or potential customer, client or vendor (i) with whom or which Executive dealt on behalf of the employer, (ii) whose dealings with the Company were coordinated or supervised by
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Executive, (iii) about whom Executive obtained confidential information in the ordinary course of business as a result of Executive’s association with the Company, or (iv) who receives products or services authorized by the Company, the sale or provision of which results or resulted in compensation, commissions, or earnings (directly or indirectly) for Executive within one year prior to Executive’s Date of Termination. (d) Non-Disparagement. Executive shall not make any remarks disparaging the conduct or character of the Company, any of the Company’s affiliates, any of the Company’s or any Company affiliates’ current or former employees, officers, directors, successors or assigns. Neither the Company nor any agent thereof shall make any remarks disparaging the conduct or character of Executive or any of Executive’s affiliates. 10. Arbitration. To the fullest extent permitted by applicable law, Executive and the Company agree that any and all disputes, demands, claims, or controversies (“claims”) relating to, arising from or regarding Executive’s employment, including claims by the Company, claims against the Company, and claims against any current or former parent, affiliate, subsidiary, successor or predecessor of the Company, and each of the Company’s and these entities’ respective officers, directors, agents or employees, shall be resolved by final and binding arbitration before a single arbitrator in Boca Raton, Florida (or another mutually agreeable location). This does not prevent either Executive or the Company from seeking and obtaining temporary or preliminary injunctive relief in court to prevent irreparable harm to Executive’s or its confidential information or trade secrets pending the conclusion of any arbitration. This arbitration agreement does not apply to any claims that have been expressly excluded from arbitration by a governing law not preempted by the Federal Arbitration Act and does not restrict or preclude Executive from communicating with, filing an administrative charge or claim with, or providing testimony to any governmental entity about any actual or potential violation of law or obtaining relief through a government agency process. The parties hereto agree that claims shall be resolved on an individual basis only, and not on a class, collective, or representative basis on behalf of other employees to the fullest extent permitted by applicable law (“Class Waiver”). Any claim that all or part of the Class Waiver is invalid, unenforceable, or unconscionable may be determined only by a court. In no case may class, collective or representative claims proceed in arbitration on behalf of other employees. The parties agree that the arbitration shall be conducted by a single neutral arbitrator through JAMS in accordance with JAMS Employment Arbitration Rules and Procedures (available at www.jamsadr.com/rules-employment-arbitration). Except as to the Class Waiver, the arbitrator shall determine arbitrability. The Company will bear all JAMS arbitration fees and administrative costs in excess of the amount of administrative fees and costs that Executive otherwise would have been required to pay if the claims were litigated in court. The arbitrator shall apply the applicable substantive law in deciding the claims at issue. Claims will be governed by their applicable statute of limitations and failure to demand arbitration within the prescribed time period shall bar the claims as provided by law. The decision or award of the arbitrator shall be final and binding upon the parties. This arbitration agreement is enforceable under and governed by the Federal Arbitration Act. In the event that any portion of this arbitration agreement is held to be invalid or unenforceable, any such provision shall be severed, and the remainder of this arbitration agreement will be given full force and effect. By signing the offer letter, Executive acknowledges and agrees that Executive has read this arbitration agreement carefully, are bound by it and are WAIVING
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ANY RIGHT TO HAVE A TRIAL BEFORE A COURT OR JURY OF ANY AND ALL CLAIMS SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT. 11. Miscellaneous Provisions. (a) Indemnification. The Company shall indemnify Executive to the maximum extent permitted by applicable law and the Company’s Bylaws with respect to Executive’s service and Executive shall also be covered under a directors and officers liability insurance policy paid for by the Company to the extent that the Company maintains such a liability insurance policy now or in the future. Executive agrees to indemnify and save Company and its affiliates harmless from any damages, which Company may sustain in any manner primarily through Executive’s willful misconduct or gross negligence or a material breach of the provisions of this Agreement. (b) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (c) Notice. (i) General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In Executive’s case, mailed notices shall be addressed to Executive at the home address that Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. (ii) Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 11(c)(i) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of such notice), subject to any applicable cure period. The failure by Executive or the Company to include in the notice any fact or circumstance which contributes to a showing of Good Reason or Cause, as applicable, will not waive any right of Executive or the Company, as applicable, hereunder or preclude Executive or the Company, as applicable, from asserting such fact or circumstance in enforcing his or her or its rights hereunder, as applicable. (d) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (e) Whole Agreement. No other agreements, representations or understandings (whether oral or written and whether express or implied) that are not expressly set
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forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. (f) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other deductions required to be withheld by law. (g) Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the State of Florida without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation. (h) No Assignment. This Agreement and all of Executive’s rights and obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer to such entity of all or a substantial portion of the Company’s assets. (i) Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s personal attorney, has had sufficient time to, and has carefully read and fully understood all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. (j) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution of a facsimile or electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature. (k) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents or notices related to this letter, securities of the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered to Executive by applicable securities law or any other law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. Executive hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents electronically and agree to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
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[Signature Page Follows]
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[Signature Page to Executive Employment Agreement] After you have had an opportunity to review this Agreement, please feel free to contact me if you have any questions or comments. To indicate your acceptance of this Agreement, please sign and date this letter in the space provided below and return it to the Company. Very truly yours, TRANSCODE THERAPEUTICS, INC. By: /s/ Thomas A. Fitzgerald (Signature) Name:Thomas A. Fitzgerald Title: Chief Financial Officer ACCEPTED AND AGREED: PHILIPPE P. CALAIS /s/ Philippe P. Calais (Signature) 10/8/2025 Date Attachment A: Permitted Services
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ATTACHMENT A PERMITTED SERVICES During the Employment Period, Executive is expressly permitted to perform in the following capacities: ● Phileas Pharma, 5620 NE Trieste Ter, Boca Raton, FL, 33487 (Executive Chairman) ● MatriSys Bioscience, Inc., 8000 N. Federal Highway, Suite 216, Boca Raton, FL, 33487 (Director)
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EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION I, Philippe Calais, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of TransCode Therapeutics, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 14, 2025 By: /s/ Philippe Calais Philippe Calais Chief Executive Officer (Principal Executive Officer)
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EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION I, Thomas A. Fitzgerald, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of TransCode Therapeutics, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 14, 2025 By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Chief Financial Officer (Principal Financial and Accounting Officer)
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Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of TransCode Therapeutics, Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philippe Calais, in my capacity as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 14, 2025 By: /s/ Philippe Calais Philippe Calais Chief Executive Officer (Principal Executive Officer)
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Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of TransCode Therapeutics, Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Fitzgerald, in my capacity as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 14, 2025 By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Chief Financial Officer (Principal Financial and Accounting Officer)