TransCode Therapeutics, Inc.

15,955,543 Shares

Common Stock

This prospectus relates to the possible resale or other disposition from time to time by the selling stockholders named in this prospectus of up to an aggregate of 15,955,543 shares of our Common Stock, par value $0.0001 per share ("Common Stock"), which consists of (i) 83,285 shares of Common Stock that were issued by us to DEFJ, LLC ("DEFJ") pursuant to that certain Membership Interest Purchase Agreement (the "Purchase Agreement"), dated as of October 8, 2025, by and between us and DEFJ, (ii) 11,529,568 shares of Common Stock issuable by us to DEFJ upon the conversion of 1,152.9568 shares of our Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, each of which is convertible into 10,000 shares of Common Stock ("Series A Preferred Stock") pursuant to the Purchase Agreement, (iii) up to 298,894 shares of Common Stock issuable by us to holders of Series A Preferred Stock upon the conversion of 29.8894 shares of Series A Preferred Stock issued as a one-time payment-in-kind dividend pursuant to the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the "Certificate of Designation"), (iv) 592,255 shares of Common Stock issuable by us to affiliates of Tungsten Advisors (through its broker-dealer Finalis Securities LLC) ("Tungsten") upon the conversion of 59.2255 shares of Series A Preferred Stock as partial compensation for services rendered by Tungsten in connection with the transactions contemplated by the Purchase Agreement and the Investment Agreement (defined below), (v) 2,237,337 shares of Common Stock issuable by us to DEFJ upon the conversion of 223.7337 shares of our Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share, each of which is convertible into 10,000 shares of Common Stock ("Series B Preferred Stock") pursuant to that certain Investment Agreement dated as of October 8, 2025, by and between us and DEFJ (the "Investment Agreement"), (vi) 1,136,364 shares of Common Stock issuable by us to Unleash Immuno Oncolytics, Inc. ("Unleash") upon the conversion of 1,136,364 shares of our Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share, each of which is convertible into one share of Common Stock (the "Series C Preferred Stock," and together with the Series A Preferred Stock and Series B Preferred Stock, the "Preferred Stock") pursuant to an Exclusive License Agreement between the Company and Unleash, dated as of March 2, 2026 (the "Licensing Agreement") and (vii) 77,840 shares of Common Stock issuable by us to affiliates of Tungsten upon the conversion of 77,840 shares of Series C Preferred Stock as partial compensation for services rendered by Tungsten in connection with the transactions contemplated by the Licensing Agreement.

Pursuant to the Purchase Agreement, 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 company incorporated in the Cayman Islands with limited liability ("CK Life Sciences"). Concurrently with the Acquisition, we entered into the Investment Agreement pursuant to which DEFJ agreed to purchase in a private placement, an aggregate of 223.7337 shares of our Series B Preferred Stock for a price per share of $111,740 (the "Investment").

ABCJ owns 100% of the issued and outstanding membership interests of Polynoma, LLC, a Delaware limited liability company ("Polynoma") previously headquartered in San Diego, California. Polynoma is an immuno-oncology focused biopharmaceutical company developing Seviprotimut-L, an 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 to more than 1,000 patients.

The issuance of shares of Series C Preferred Stock to Unleash was made pursuant to the Unleash Registration Rights Agreement (as defined below) and the Licensing Agreement.