Form SCHEDULE 13D/A Transcode Therapeutics, Filed by: CK Life Sciences Intl (Holdings) Inc
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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TransCode Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Cindy Chiu CK Life Sciences Int'l., (Holdings) Inc., 7th Fl, Cheung Kong Center, 2 Queen's Rd Central Hong Kong, K3, - (852) 2126 1212 Steven Y Li Freshfields US LLP, 3 World Trade Center, 175 Greenwich St. New York, NY, 10007 (212) 277-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
DEFJ, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
14,134,481.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
83.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 7, 9, and 11: The reported amount consists of 300,040 shares of common stock, $0.0001 par value per share ("Common Stock") of TransCode Therapeutics, Inc. (the "Company"), held directly by DEFJ, LLC ("DEFJ") prior to the date hereof, 11,813,859 shares of Common Stock issued to DEFJ upon conversion of 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") and 2,020,582 shares of Common Stock issued to DEFJ upon conversion of 202.0582 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock").
Note to Row 13: Based on 3,017,306 shares of Common Stock outstanding as of July 23, 2026 following the conversion of certain convertible securities of the Company, as disclosed in the Company's Supplement dated July 17, 2026, to its Proxy Statement dated June 2, 2026, and also taking into account the shares of Common Stock issued to DEFJ upon conversion of the Series A Preferred Stock and the Series B Preferred Stock.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CK Life Sciences Int'l., (Holdings) Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
14,134,481.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
83.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
Note to Row 7, 9, and 11: The reported amount consists of 300,040 shares of Common Stock held directly by DEFJ prior to the date hereof, 11,813,859 shares of Common Stock issued to DEFJ upon conversion of 1,181.3859 shares of Series A Preferred Stock and 2,020,582 shares of Common Stock issued to DEFJ upon conversion of 202.0582 shares of Series B Preferred Stock.
Note to Row 13: Based on 3,017,306 shares of Common Stock outstanding as of July 23, 2026 following the conversion of certain convertible securities of the Company, as disclosed in the Company's Supplement dated July 17, 2026, to its Proxy Statement dated June 2, 2026, and also taking into account the shares of Common Stock issued to DEFJ upon conversion of the Series A Preferred Stock and the Series B Preferred Stock.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
TransCode Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6 Liberty Square, #2382, Boston,
MASSACHUSETTS
, 02109. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") supplements and amends the Schedule 13D filed on October 16, 2025 (the "Original Statement") as amended by Amendment No. 1, filed on October 28, 2025 ("Amendment No. 1"), Amendment No. 2, filed on July 17, 2026 ("Amendment No. 2"), Amendment No. 3, filed on July 23, 2026 ("Amendment No. 3") and Amendment No. 4, filed on July 27, 2026 ("Amendment No. 4" and, together with the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the "Schedule 13D") which relates to the Common Stock of the Company. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is hereby amended by adding the below disclosure following the last paragraph of Item 4:
On August 3, 2026, upon obtaining the consent of a majority of the holders of the Preferred Stock, and the approval of the Company's Board of Directors, the Company filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock (the "Second Amended and Restated Certificate of Designation") with the Secretary of State of the State of Delaware.
The Second Amended and Restated Certificate of Designation amended Section 6.3.3 of the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock ("Amended and Restated Certificate of Designation") to remove the requirement of 60 days' notice to change and/or waive the beneficial ownership limitation set forth in the Amended and Restated Certificate of Designation. The Second Amended and Restated Certificate of Designation effected no other changes to the Amended and Restated Certificate of Designation other than the foregoing, and no additional securities were issued or sold in connection with the filing.
The foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Designation, a copy of which is filed as Exhibit 99.10 to this Amendment No. 5 and is incorporated herein by reference.
On August 3, 2026, DEFJ (i) submitted a notice to the Company providing that it waived the Beneficial Ownership Limitation (as defined in the Second Amended and Restated Certificate of Designation) set forth in Section 6.3.3 of the Second Amended and Restated Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Company providing that DEFJ converts 1,181.3859 shares of Series A Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Preferred Stock into 2,020,582 shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons each beneficially own an aggregate of 14,134,481 shares of Common Stock which represent approximately 83.9% of the outstanding shares of Common Stock, based on an aggregate of 3,017,306 shares of Common Stock outstanding as of July 23, 2026, and also taking into account the shares of Common Stock issued to DEFJ upon conversion of the Series A Preferred Stock and the Series B Preferred Stock. | |
| (b) | 1. Sole power to vote or direct vote: 14,134,481
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 14,134,481
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | On July 23, 2026 DEFJ converted 21.6755 shares of Series B Preferred Stock into 216,755 shares of Common Stock (the "July Conversion").
On August 3, 2026 DEFJ converted 1,181.3859 shares of Series A Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Preferred Stock into 2,020,582 shares of Common Stock (the "August Conversion").
Other than the July Conversion and the August Conversion, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Schedule 13D is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.10 Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated August 3, 2026 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on August 3, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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