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Offerings // Transcode Therapeutics, Inc.

RNAZ offering history

Every offering-related filing in Transcode Therapeutics, Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 324 filings back to Dec 18, 2020.

Last executed offering
Apr 7, 2026
8-K — priced deal (shares or notes)
Last registration (announced)
May 1, 2026
S-1 — capacity, not a sale
Executed, last 12 months
2
424B pricings + 8-K 3.02 sales
Registered, last 12 months
3
S-1/S-3/F-series registrations
DateFilingWhat it means
Jul 20, 2026424B3 →UPDATEProspectus update — often a resale registration, not necessarily new capital
Jul 20, 2026424B3 →UPDATEProspectus update — often a resale registration, not necessarily new capital
May 19, 2026EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
May 19, 2026EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
May 1, 2026S-1 →REGISTEREDS-1 registration — capacity to sell shares, not a sale yet
Apr 30, 2026S-3 →REGISTEREDS-3 registration — capacity to sell shares, not a sale yet
Apr 7, 20268-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Mar 3, 20268-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Dec 22, 2025EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
Dec 12, 2025S-3 →REGISTEREDS-3 registration — capacity to sell shares, not a sale yet
Oct 8, 20258-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Mar 25, 2025424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Dec 17, 2024EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
Dec 6, 2024S-1 →REGISTEREDS-1 registration — capacity to sell shares, not a sale yet
Dec 2, 20248-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Jul 24, 2024424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jul 24, 20248-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Jul 22, 2024424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jan 22, 2024424B4 →EXECUTEDFinal prospectus — offering priced (typical for IPOs and marketed share deals)
Jan 18, 2024S-1/A →REGISTEREDS-1/A registration — capacity to sell shares, not a sale yet
Jan 18, 2024EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
Jan 17, 2024S-1/A →REGISTEREDS-1/A registration — capacity to sell shares, not a sale yet
Jan 11, 2024S-1 →REGISTEREDS-1 registration — capacity to sell shares, not a sale yet
Dec 4, 20238-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Dec 1, 2023424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Oct 26, 2023424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Sep 27, 2023424B4 →EXECUTEDFinal prospectus — offering priced (typical for IPOs and marketed share deals)
Sep 25, 2023S-1/A →REGISTEREDS-1/A registration — capacity to sell shares, not a sale yet
Sep 25, 2023EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
Sep 11, 2023S-1/A →REGISTEREDS-1/A registration — capacity to sell shares, not a sale yet
Aug 29, 2023S-1 →REGISTEREDS-1 registration — capacity to sell shares, not a sale yet
Jun 7, 2023424B4 →EXECUTEDFinal prospectus — offering priced (typical for IPOs and marketed share deals)
Jun 6, 2023S-1/A →REGISTEREDS-1/A registration — capacity to sell shares, not a sale yet
Jun 6, 2023EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
Jun 5, 2023S-1/A →REGISTEREDS-1/A registration — capacity to sell shares, not a sale yet
May 19, 2023S-1 →REGISTEREDS-1 registration — capacity to sell shares, not a sale yet
Apr 14, 2023424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 17, 2023424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 17, 20238-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Feb 14, 2023RW →WITHDRAWNRegistration withdrawn
RNAZ offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes — EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full RNAZ workspace →
RNAZ offering FAQ

When did RNAZ last execute an offering?

Per SEC filings, Transcode Therapeutics, Inc.'s most recent priced offering document is a 8-K filed 2026-04-07. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did RNAZ last announce or register an offering?

The most recent registration is a S-1 filed 2026-05-01. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.

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