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Form 4 Transcode Therapeutics, For: Aug 03 Filed by: CK Life Sciences Intl (Holdings) Inc

August 5, 2026 4:06 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
DEFJ, LLC
(Last) (First) (Middle)
7TH FL, CHEUNG KONG CENTER,
2 QUEEN'S RD
(Street)
CENTRAL HONG KONG K3
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Transcode Therapeutics, Inc. [ RNAZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/03/2026 C (1) (2) 11,813,859 A (1) (2) 12,113,899 D (3)
Common Stock 08/03/2026 C (1) (2) 2,020,582 A (1) (2) 14,134,481 D (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Non-Voting Convertible Preferred Stock (1) (2) 08/03/2026 C (1) (2) 1,181.3859 (4) (1) (2) (1) Common Stock 11,813,859 $ 0 0 D (3)
Series B Non-Voting Convertible Preferred Stock (1) (2) 08/03/2026 C (1) (2) 202.0582 (1) (2) (1) Common Stock 2,020,582 $ 0 0 D (3)
Explanation of Responses:
1. Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Non-Voting Convertible Preferred Stock") and (ii) Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Non-Voting Convertible Preferred Stock"), are convertible at any time into shares of Common Stock, par value $0.0001 per share ("Common Stock"), with each share of Series A Non-Voting Convertible Preferred Stock or Series B Non-Voting Convertible Preferred Stock, as applicable, convertible into 10,000 shares of Common Stock. Neither the shares of Series A Non-Voting Convertible Preferred Stock nor the shares of Series B Non-Voting Convertible Preferred Stock have an expiration date.
2. On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the 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 ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.
3. DEFJ, a Delaware limited liability company, is a direct, wholly owned subsidiary of Conjoint Inc., a Delaware corporation, which is a direct, wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.
4. Includes 28.4291 shares of Series A Non-Voting Convertible Preferred Stock previously issued to DEFJ as a payment-in-kind dividend that was exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.
/s/ Yu Ying Choi Alan Abel, Director of CK Life Sciences Int'l., (Holdings) Inc. 08/05/2026
** Signature of Reporting Person Date
/s/ Yu Ying Choi Alan Abel, Manager of DEFJ, LLC 08/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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