DEFJ converts preferred stock, cementing 83.9% control of Transcode Therapeutics

summarizeSummary

DEFJ converted all its preferred stock into common shares, becoming Transcode's 83.9% controlling shareholder. The conversion removes the preferred overhang but concentrates control in one entity.

check_boxKey Events · Ownership and Investor Activity · RNAZ

• Preferred Stock Conversion Executed

  On August 3, 2026, DEFJ converted 1,181.3859 shares of Series A Preferred Stock into 11,813,859 common shares and 202.0582 shares of Series B Preferred Stock into 2,020,582 common shares, bringing its total holdings to 14,134,481 shares.

• Ownership Rises to 83.9%

  Post-conversion, DEFJ owns 83.9% of Transcode's outstanding common stock, based on 3,017,306 shares outstanding as of July 23, 2026, plus the newly issued conversion shares.

• Governance Change: 60-Day Notice Removed

  The Second Amended and Restated Certificate of Designation eliminated the 60-day notice requirement for waiving the beneficial ownership limitation, effective immediately upon filing on August 3, 2026.

• Prior Disclosure Context

  This conversion follows the July 27, 2026 Schedule 13D/A in which DEFJ announced its intent to waive the ownership cap and convert preferred stock, and the July 20, 2026 shareholder approval of the conversion.

auto_awesomeAnalysis · RNAZ · Life Sciences

DEFJ, the investment vehicle of CK Life Sciences, has converted all its Series A and B preferred stock into common shares, giving it 83.9% ownership of Transcode. This follows the July 27 waiver of the ownership cap and removes the 60-day notice period for future cap waivers. The conversion solidifies DEFJ's absolute control over the company, which is critical given Transcode's recent going-concern warning, Nasdaq deficiency notice, and need for shareholder approval of highly dilutive proposals. The move eliminates the preferred overhang but creates a single controlling shareholder, potentially limiting minority shareholder influence.