--- title: "TransCode Therapeutics files NT 10-K, says 2025 annual report will be late" url: "https://aibio.space/news/transcode-therapeutics-files-nt-10-k-says-2025-annual-report-will-late/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-03-31" section: "Distress" tickers: "NASDAQ:RNAZ" source: "https://www.sec.gov/Archives/edgar/data/1829635/000110465926037743/tm269621d2_nt10k.htm" summary: "TransCode blames the complexity of accounting for its October 2025 deal with DEFJ, LLC, including a roughly $25 million Series B preferred placement. It ex" --- By the aibio.space news desk. Sources - [Transcode Therapeutics, Inc. Form NT 10-K filed March 31, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1829635/000110465926037743/tm269621d2_nt10k.htm) - [Transcode Therapeutics, Inc. Form 10-K filed April 15, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1829635/000155837025004843/rnaz-20241231x10k.htm) [RNAZ](https://aibio.space/companies/transcode-therapeutics/) 2026-03-31 # TransCode Therapeutics files NT 10-K, says 2025 annual report will be late Tickers [RNAZ](https://aibio.space/companies/transcode-therapeutics/) TransCode blames the complexity of accounting for its October 2025 deal with DEFJ, LLC, including a roughly $25 million Series B preferred placement. It expects to file within the extension period. ## Key facts - **Company**: TransCode Therapeutics, Inc. (NASDAQ: RNAZ) - **News type**: Distress - **Primary source**: [Transcode Therapeutics, Inc. Form NT 10-K filed March 31, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1829635/000110465926037743/tm269621d2_nt10k.htm) *The Capitol dome against a blue sky. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.* TransCode Therapeutics, Inc. (Nasdaq: [RNAZ](https://aibio.space/companies/transcode-therapeutics/)) said on March 31, 2026 that it will not be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on time. The company filed a [Form NT 10-K](https://www.sec.gov/Archives/edgar/data/1829635/000110465926037743/tm269621d2_nt10k.htm), the notice a company files when it needs more time for a late filing. It says it expects to file the report within the extension period provided under Rule 12b-25. ## What the filing says The notice is a Form 12b-25 notification of late filing. TransCode checked the box saying the reasons for the delay could not be eliminated without unreasonable effort or expense. The annual report is to be filed on or before the fifteenth calendar day following the prescribed due date. The company ties the delay to a set of agreements it signed on October 8, 2025 with DEFJ, LLC. It says it needs more time to complete the accounting and disclosures for those transactions, which it calls the Transactions, in the 10-K. ## The October 2025 transactions According to the notice, TransCode did three things under its agreements with DEFJ. First, it purchased all of DEFJ's membership interests in ABCJ, LLC, a Delaware limited liability company. It paid with an aggregate of 83,285 shares of common stock and 1,152.9568 shares of Series A Non-Voting Convertible Preferred Stock. Second, it agreed to issue and sell an aggregate of 223.7337 shares of Series B Non-Voting Preferred Stock directly to DEFJ in a private placement, at a price per share of $111,740. The aggregate purchase price is approximately $25 million. That consists of a cash subscription of $20 million and a promissory note with an aggregate principal amount of approximately $5 million. Third, it agreed to issue contingent value rights, or CVRs, to shareholders of record on October 20, 2025. The CVRs entitle holders to receive certain proceeds, if any, that the company receives from future upfront, development or regulatory milestone payments resulting from a corporate partnering transaction of TTX-MC138. ## Expected effect on results TransCode answered yes when asked whether it anticipates a significant change in results of operations from the same period a year earlier. It says the Transactions are expected to have had a significant impact on its financial performance and capitalization in the fourth quarter of 2025. The company says financial results are being finalized and that it expects no restatements of any prior periods. Accounting determinations still in progress include the valuations of in-process research and development, goodwill, contingent consideration and deferred tax items. They also cover the Series A Preferred, the Series B Preferred, the CVRs and whether any impairments of certain assets have occurred. The notice states that any financial results it discusses are preliminary as of March 31, 2026. ## About the company TransCode describes itself as an RNA oncology company. In its [Form 10-K filed April 15, 2025](https://www.sec.gov/Archives/edgar/data/1829635/000155837025004843/rnaz-20241231x10k.htm), it said its lead therapeutic candidate, TTX-MC138, targets microRNA-10b, which it calls a master regulator of metastatic cell viability in a range of cancers. The 10-K says the Phase 0 trial dosed one patient with advanced solid tumors, and that an open-label Phase I/II study had enrolled 10 patients in four treatment cohorts. The company called itself still in the early stages of development and said it has no products licensed for commercial sale. ## Financial position before the deal That 10-K carried an auditor's report with a section titled Substantial Doubt Regarding Going Concern. It said recurring losses from operations, cash used in operations and an accumulated deficit raise substantial doubt about the company's ability to continue as a going concern. At December 31, 2024, TransCode had cash of approximately $5.8 million, which it believed would support operations into the middle of the second quarter 2025. Its net losses were approximately $16.8 million for 2024 and $18.5 million for 2023, and its accumulated deficit was approximately $63.2 million. The notice itself gives no 2025 figures, so the size of the loss and cash position after the DEFJ deal remains undisclosed until the 10-K is filed. Thomas A. Fitzgerald, Chief Financial Officer, signed the notice and is the contact named on it. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story RNAZ TransCode Therapeutics, Inc. 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Cite as: aibio.space, "TransCode Therapeutics files NT 10-K, says 2025 annual report will be late", 2026-03-31, https://aibio.space/news/transcode-therapeutics-files-nt-10-k-says-2025-annual-report-will-late/