RNAZ — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• TransCode is an immuno-oncology and targeted cancer therapy company with a focus on treating advanced malignancy. Our lead therapeutic candidate, TTX-MC138, is focused on treating metastatic tumors that overexpress microRNA-10b, a unique, well-documented biomarker of metastasis. We obtained our seco…

• In 2023, we conducted a Phase 0 clinical trial with TTX-MC138 in one patient with advanced solid tumors. The intent of the Phase 0 trial was to demonstrate quantitative delivery of radiolabeled TTX-MC138 to metastatic lesions. In September 2024, we commenced a Phase I/II clinical trial with TTX-MC13…

• 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 pol…

• We intend to work on developing both TTX-MC138 and, depending on funding availability, Seviprotimut-L, with our initial focus on advancing TTX-MC138 in the Phase 2a clinical trial. We are evaluating various approaches for continuing development of Seviprotimut-L which will require additional CMC wor…

• issuance by DEFJ of a promissory note (the “Promissory Note”) in the aggregate principal amount of approximately $5 million (together, the “Investment”). The Promissory Note accrued interest at a rate of 4% per annum, calculated as simple interest on a 365-day year. The principal and accrued interes…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• TransCode is an immuno-oncology and targeted cancer therapy company with a focus on treating advanced malignancy. Our lead therapeutic candidate, TTX-MC138, is focused on treating metastatic tumors that overexpress microRNA-10b, a unique, well-documented biomarker of metastasis. In 2023, we conducte…

• 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 pol…

• We intend to work on developing both TTX-MC138 and Seviprotimut-L, with the initial focus on advancing TTX-MC138 in a planned Phase 2a clinical trial. We believe there is potential to augment Seviprotimut-L's focus with TTX-MC138 by addressing micrometastases in stage IIB and IIC melanoma patients.

• In addition to TTX-MC138, we have a portfolio of other first-in-class therapeutic candidates designed to mobilize the immune system to recognize and destroy cancer cells. TTX-siPDL1 is an siRNA-based modulator of programmed death-ligand 1, or PD-L1. TTX-RIGA is an RNA-based agonist of the retinoic a…

• To customize development of RNA therapeutics, we developed a design engine that is modular at both the levels of the core nanoparticle and the therapeutic loading. The size, charge, and surface chemistry of the core iron oxide nanoparticle are designed so

Text added vs the prior filing · source: 10-Q · 2026-08-14

• As of June 30, 2026, we had one convertible note outstanding which bears a fixed interest rate; we therefore do not believe we are subject to interest rate risk related to debt. At December 31, 2025, we had no debt outstanding.

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• As of March 31, 2026, and December 31, 2025, we had no debt outstanding and therefore were not subject to interest rate risk related to debt.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• To address previous internal control deficiencies including the material weakness reported in our 2025 Annual Report, we took steps such as implementing more robust accounting policies and procedures, implementing new accounting software, and, most particularly, hiring of or engaging additional fina…

• We believe that these efforts have improved our internal control over financial reporting. However, implementation of these and other measures will be ongoing and will require validation and testing of their design and operating effectiveness over a sustained

• period of financial reporting cycles. We cannot reasonably estimate when these remediation measures will be completed nor can we assure you that the measures we have taken to date, and are continuing to take, will be sufficient to preclude potential future material weaknesses. Our management will co…

• Other than as described above, there were no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter covered by this Quarterly Report on Form 10-Q which have materially affected, or are re…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• To remediate the material weakness in our internal control over financial reporting and address the material weakness in our accounting processes, we previously implemented steps to address internal control deficiencies such as implementing more robust accounting policies and procedures, implementin…

• While we believe that these efforts will improve our internal control over financial reporting, implementation of these and other measures will be ongoing and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial r…

• Other than the remediation measures taken to date as described above, there were no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026, which have materially…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• We could lose our listing on the Nasdaq Capital Market if our stockholders’ equity or the closing bid price of our common stock do not meet Nasdaq requirements, if we do not meet Nasdaq’s new requirement with respect to a Nasdaq-listed company’s market value of listed securities, or if we do not com…

• Our stockholders’ equity in this Quarterly Report on Form 10-Q does not meet Nasdaq Capital Market, LLC, or Nasdaq, rules for continued listing of our stock on Nasdaq. As previously disclosed, on May 19, 2026, we received a deficiency notice to this effect from Nasdaq with the opportunity to present…

• On July 22, 2026, the SEC approved a new Nasdaq rule mandating immediate delisting of companies listed on Nasdaq if the market value of their listed securities, or MVLS, falls below $5 million for 30 consecutive business days. Nasdaq defines MVLS as the closing bid price of a company’s stock multipl…

• and appealing to a Nasdaq Hearings Panel will not halt suspension of trading on Nasdaq. While the SEC issued a stay on July 29, 2026, pausing this rule, there is no assurance that the new rule will not become effective, that our MVLS will remain above $5 million for 30 consecutive business days or t…

• In the event of a delisting from Nasdaq, our stock would likely be traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as …

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• review the risk factors in our Annual Report and the risk factors discussed below for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. We may disclose …

• We could lose our listing on the Nasdaq Capital Market if our stockholders’ equity or the closing bid price of our common stock do not meet Nasdaq requirements or if we do not comply with other Nasdaq requirements. The loss of our Nasdaq listing would in all likelihood make our common stock signific…

• Our stockholders’ equity in this Quarterly Report on Form 10-Q does not meet Nasdaq rules for continued listing of our stock on the Nasdaq Capital Market, LLC, or Nasdaq. We expect to receive a deficiency notice to this effect from Nasdaq with the opportunity to present our plan to Nasdaq for regain…

• In the event of a delisting from the Nasdaq Capital Market, our stock would likely be traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities …

• As further described elsewhere in this Quarterly Report on Form 10-Q, in light of our financial position and our need to raise additional capital, delisting of our common stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital.