Transcode Therapeutics, Inc 8-K/A, filed Dec 23, 2025
Transcode Therapeutics, Inc. (RNAZ)
About this 8-K/A
Transcode Therapeutics, Inc filed this 8-K/A on December 23, 2025, reporting on events of October 8, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 3
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
TransCode Therapeutics, Inc.
(Address of principal executive offices, including zip code)
(
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Explanatory Note
On October 8, 2025, TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), filed its Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission (the “SEC”), as amended by its Amendment No. 1 and Amendment No. 2 to the Current Report on Form 8-K/A filed with the SEC on October 8, 2025, and October 17, 2025, respectively, reporting that pursuant to a Membership Interest Purchase Agreement, dated October 8, 2025, with DEFJ, LLC, a Delaware limited liability company (“DEFJ”), the Company acquired 100% of the issued and outstanding membership interests of ABCJ, LLC, a Delaware limited liability company (“ABCJ”) (such transaction, the “Acquisition”). ABCJ is the parent and sole member of Polynoma LLC (“Polynoma”), an immuno-oncology focused biopharmaceutical company headquartered in San Diego. 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 listed entity on the Main Board of the Hong Kong Stock Exchange. Concurrently with the Acquisition, on October 8, 2025, the Company entered into an Investment Agreement (the “Investment Agreement,” and the transaction contemplated thereby, the “Investment”) with DEFJ.
This Current Report on Form 8-K/A, amends Item 9.01 of the Original Form 8-K to include the financial statements and unaudited pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, which were not included in the Original Form 8-K pursuant to Items 9.01(a)(3) and (b)(2) of Form 8-K.
The pro forma financial information included in this Amendment No. 3 to the Current Report on Form 8-K/A (this “Amendment No. 3”) has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and ABCJ would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Acquisition.
| Item 8.01 | Other Events. |
Risks Related to the Acquisition and Investment
There are a number of risks related to the Acquisition and Investment, including the risk factors enumerated below. Accordingly, the Company is providing these additional risk factors to supplement the risks described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, and other filings made with the SEC. All references to “TransCode,” “we,” “us,” and “our” mean the Company unless otherwise specified or the context indicates otherwise.
There is no guarantee that the Acquisition will increase stockholder value.
On October 8, 2025, we consummated the Acquisition. We cannot guarantee that the Acquisition and related transactions will not impair stockholder value or otherwise adversely affect our business. The Acquisition poses significant integration challenges between our businesses and employees which could result in management and business disruptions, any of which could harm our results of operation or business prospects and impair the value of the Acquisition to our stockholders.
The Acquisition is subject to a contractual repurchase right in certain circumstances, which could have a material adverse effect on our results of operations, financial condition, and cash flows.
In connection with the Acquisition, we agreed to enter into a Repurchase Agreement with DEFJ, pursuant to which DEFJ has the right, but not the obligation, to exercise an option to acquire all of the Company’s and its subsidiaries’ rights in and to the membership interests of ABCJ (the “Interests”) from the Company (the “Repurchase Option”) upon the occurrence of certain specified events. In the event that the Repurchase Option is exercised, the Company will be required to sell all of the Interests in exchange for the same amount for which the Company initially purchased the Interests, which could have a material adverse effect on the price of our Common Stock, our results of operations and financial condition.
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We may be required to settle shares of Preferred Stock for cash, which could have a material adverse effect on our business and financial condition.
The 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, dated October 27, 2025 (the “Certificate of Designation”), provides that if the Company fails to deliver certificates or electronic entries representing the shares of Common Stock issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”) or the Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”) to the holders of Preferred Stock in compliance with the Certificate of Designation, each such undelivered share of Common Stock may be settled for cash at the option of the holder of Preferred Stock at a price per share equal to the then-current fair value of a share of Common Stock. In addition, solely with respect to the shares of Series A Preferred Stock, upon the occurrence of the conditions set forth in the Repurchase Agreement, if the Company fails to consummate the repurchase if the Repurchase Option is exercised, each such undelivered share of Common Stock may be settled for cash at the option of the holder of Series A Preferred Stock at a price per share equal to the then-current fair value of a share of Common Stock. If we are required to cash settle a significant amount of Preferred Stock, we may not have sufficient liquidity to satisfy our obligations, which could have a material adverse effect on our business and financial condition.
Stockholders may not realize a benefit from the Acquisition and Investment commensurate with the ownership dilution they have experienced, and may in the future experience in connection with the Acquisition and Investment, including the issuance of our Common Stock upon conversion of all outstanding shares of Preferred Stock issued in the Acquisition and Investment.
If we are unable to realize the full strategic and financial benefits currently anticipated from the Acquisition and Investment, stockholders will have experienced substantial dilution of their ownership interests in the Company without receiving commensurate benefit, or only receiving part of the commensurate benefit, to the extent we are able to realize only part of the strategic and financial benefits currently anticipated from the Acquisition and Investment.
The failure to successfully integrate the businesses of the Company and Polynoma in the expected timeframe would adversely affect our future results.
Our ability to successfully integrate the operations of the Company and Polynoma will depend, in part, on our ability to realize the anticipated benefits from the Acquisition. If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits of the Acquisition may not be realized fully, or at all, or may take longer to realize than expected, and the value of our Common Stock may be adversely affected. In addition, the integration of the Company’s and Polynoma’s respective businesses will be a time-consuming and expensive process. Proper planning and effective and timely implementation will be critical to avoid any significant disruption to our operations. It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business or the identification of inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with suppliers, distributors, creditors, lessors, clinical trial investigators or managers or to achieve the anticipated benefits of the Acquisition. Delays encountered in the integration process could have a material adverse effect on our expenses, operating results and financial condition, including the value of shares of our Common Stock.
If DEFJ were to convert a substantial majority of the Preferred Stock that it holds, we could become a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, we would qualify for exemptions from certain corporate governance requirements.
As of the date hereof, DEFJ holds approximately 1,376.69 shares of Preferred Stock and 83,285 shares of Common Stock, which on a fully converted basis together equal approximately 90.8% of the voting power of the Company. Pursuant to the Certificate of Designation, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of Common Stock (the “Stockholder Approval”), in accordance with the listing rules of the Nasdaq Stock Market, the Company shall not issue more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025, in connection with the Acquisition and the Investment. In addition, DEFJ may not convert shares of Preferred Stock into shares of our Common Stock if such conversion would result in DEFJ beneficially owning more than 9.99% of the shares of our Common Stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). Any increase in the Beneficial Ownership Limitation may not be effective until after Stockholder Approval and 60 days after we have received written notice from the holder of Preferred Stock that they intend to remove the Beneficial Ownership Limitation.
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After Stockholder Approval, DEFJ would have the ability, subject to the Beneficial Ownership Limitation, to convert its Preferred Stock and become an owner of more than 50% of the voting power of the Company, resulting in us qualifying as a “controlled company” under Nasdaq listing requirements. As the owner of more than 50% of the voting power of the Company, DEFJ would be able to determine all matters requiring approval by our stockholders. Furthermore, this concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our stockholders. This significant concentration of share ownership may also adversely affect the trading price of our Common Stock because investors may perceive disadvantages in owning stock in a Company that is controlled by a single stockholder.
If the Company were deemed to be a “controlled company,” it would be exempt from certain Nasdaq corporate governance requirements, including those that would otherwise require the Board to have a majority of independent directors and require that we establish and maintain a compensation committee comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the Board by the independent members of the Board. While we do not currently intend to rely on any of these exemptions, following the conversion of Preferred Stock, the Board may elect to rely on such exemptions if we are considered a “controlled company.” To the extent we rely on one or more of these exemptions, holders of our Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
Our future results will suffer if we do not effectively manage our expanded operations.
As a result of the Acquisition, we have become a more diversified company and our business has become more complex. There can be no assurance that we will effectively manage the increased complexity without experiencing operating inefficiencies or control deficiencies. Significant management time and effort are required to effectively manage our increased complexity and our failure to successfully do so could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, as a result of the Acquisition, our financial statements and results of operations for periods prior to October 8, 2025, may not provide meaningful guidance for assessing the prospects or potential success of our future business operations.
We expect to incur substantial expenses related to the integration of Polynoma.
We have incurred, and expect to continue to incur, substantial expenses in connection with the Acquisition and the integration of Polynoma. There are a number of processes, policies, procedures, operations, technologies and systems that must be integrated, including accounting and finance, billing, payroll, research and development, marketing and benefits. Both the Company and Polynoma have incurred significant transaction expenses in connection with the drafting and negotiation of the Purchase Agreement and the related ancillary agreements. While we have assumed that a certain level of expenses will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These integration expenses likely will result in our taking significant charges against earnings in future periods, and the amount and timing of such charges are uncertain at present.
The accounting for the Acquisition may materially and adversely affect the amount of our stockholders’ equity.
The unaudited pro forma condensed combined financial information included elsewhere in this Current Report on Form 8-K/A presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations after giving effect to the Acquisition and the Investment (together, the “Combination”) and the related adjustments described in the notes accompanying the pro forma statements. For purposes of these unaudited condensed combined pro forma financial statements, the Combination is expected to be accounted for as a business combination in accordance with U.S. GAAP. Under this method of accounting, ABCJ will be treated as the acquired company and TransCode will be treated as the acquirer for financial reporting purposes. Accordingly, the Combination with ABCJ by TransCode is accounted as a business combination. The net assets of ABCJ will be stated at fair value, which is expected to approximate historical cost, with the exception of the acquired in-process research and development assets associated with Polynoma’s phase 3-ready seviprotimut-L, a novel polyvalent shed antigen vaccine for the adjuvant treatment of melanoma and Polynoma’s technology platform associated for use in future clinical development activities. Any excess consideration paid over the net assets acquired will be allocated to goodwill. Differences between these preliminary estimates of fair value and the final acquisition accounting will occur, and those differences could have a material impact on the accompanying unaudited pro forma combined financial statements and the combined company’s future results of operations and financial position. Further, should the Combination be accounted for as an asset acquisition rather than a business combination, the results of such accounting could materially and adversely affect the amount of our stockholders’ equity. The Company will finalize the acquisition accounting (including the necessary valuation and other studies) as soon as practicable within the required measurement period, but in no event later than one year following completion of the Combination.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The audited financial statements and accompanying notes of ABCJ as of and for the years ended December 31, 2024 and 2023, are filed as Exhibit 99.1 to this Amendment No. 3 and incorporated herein by reference.
The unaudited interim condensed financial statements and accompanying notes of ABCJ as of and for the nine months ended September 30, 2025 and 2024, are filed as Exhibit 99.2 to this Amendment No. 3 and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet as of September 30, 2025, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, and the related notes of the Company with respect to the transaction described above, are filed as Exhibit 99.3 to this Amendment No. 3 and incorporated herein by reference.
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(d) Exhibits.
| Exhibit Number | Description | |
| 23.1 | Consent of Deloitte Touche Tohmatsu, the independent auditor of ABCJ, LLC. | |
| 99.1 | Audited financial statements of ABCJ, LLC as of and for the years ended December 31, 2024 and 2023. | |
| 99.2 | Unaudited interim condensed financial statements of ABCJ, LLC as of and for the nine months ended September 30, 2025 and 2024. | |
| 99.3 | Unaudited pro forma condensed combined financial statements of TransCode Therapeutics, Inc. as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSCODE THERAPEUTICS, INC. | ||
| By: | /s/ Thomas A. Fitzgerald | |
| Name: | Thomas A. Fitzgerald | |
| Title: | Chief Financial Officer and Secretary | |
| December 23, 2025 | ||
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in Registration Statement Nos. 333-274251 and 333-272082 on Form S-1, Registration Statement Nos. 333-268764 and 333-292112 on Form S-3 and Registration Statement Nos. 333-265496 and 333-257868 on Form S-8 of TransCode Therapeutics, Inc. of our report dated December 23, 2025, relating to the financial statements of ABCJ, LLC appearing in this Current Report on Form 8-K/A (Amendment No. 3) dated December 23, 2025.
/s/ Deloitte Touche Tohmatsu
Hong Kong, the People’s Republic of China
December 23, 2025
Exhibit 99.1
ABCJ, LLC
Reports and Financial Statements For the years ended December 31, 2024 and 2023 |
ABCJ, LLC
TABLE OF CONTENTS
| Page(s) | ||
| Independent Auditor's Report | 1 | |
| Financial Statements | ||
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 2 | |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 | 3 | |
| Consolidated Statements of Changes in Members' Equity for the years ended December 31, 2024 and 2023 | 4 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 | 5 | |
| Notes to the Consolidated Financial Statements | 6 – 9 |
Independent Auditor's Report
To the Board of Managers of ABCJ, LLC:
Opinion
We have audited the consolidated financial statements of ABCJ, LLC and subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, members' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date that the consolidated financial statements are issued.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with GAAS, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ Deloitte Touche Tohmatsu
Hong Kong, People Republic of China
December 23, 2025
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ABCJ, LLC
Consolidated Balance Sheets
As of December 31, 2024 and 2023
(in thousands of US Dollars, unless otherwise stated)
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,871 | $ | 5,381 | ||||
| Prepayment and other receivables | 69 | 152 | ||||||
| Total current assets | 4,940 | 5,533 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 813 | 1,037 | ||||||
| Intangible asset | 14,000 | 14,000 | ||||||
| Total non-current assets | 14,813 | 15,037 | ||||||
| Total assets | $ | 19,753 | $ | 20,570 | ||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | 224 | $ | 154 | ||||
| Accrued expenses and other current liabilities | 1,741 | 2,777 | ||||||
| Amount due to intermediate holding company | 4 | 4 | ||||||
| Amount due to fellow subsidiary | 2 | 2 | ||||||
| Total current liabilities | 1,971 | 2,937 | ||||||
| Total liabilities | 1,971 | 2,937 | ||||||
| Commitments and contingencies (Note 8) | ||||||||
| Members' Equity | ||||||||
| Members' contribution | 210,872 | 194,372 | ||||||
| Accumulated deficit | (193,090 | ) | (176,739 | ) | ||||
| Total members' equity | 17,782 | 17,633 | ||||||
| Total liabilities and members' equity | $ | 19,753 | $ | 20,570 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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ABCJ, LLC
Consolidated Statements of Operations and Comprehensive Loss
For the years ended December 31, 2024 and 2023
(in thousands of US Dollars, unless otherwise stated)
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | 14,657 | $ | 9,761 | ||||
| General and administrative | 1,694 | 1,776 | ||||||
| Total operating expenses | 16,351 | 11,537 | ||||||
| Loss from operations | (16,351 | ) | (11,537 | ) | ||||
| Other income: | ||||||||
| Exchange gain, net | - | 22 | ||||||
| Total other income | - | 22 | ||||||
| Net loss and total comprehensive loss | $ | (16,351 | ) | $ | (11,515 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
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ABCJ, LLC
Consolidated Statements of Changes in Members' Equity
For the years ended December 31, 2024 and 2023
(in thousands of US Dollars, unless otherwise stated)
| Members' Contribution | Accumulated Deficit | Total Members' Equity | ||||||||||
| Members' equity, January 1, 2023 | $ | 180,372 | $ | (165,224 | ) | $ | 15,148 | |||||
| Members' contribution | 14,000 | - | 14,000 | |||||||||
| Net loss and total comprehensive loss | - | (11,515 | ) | (11,515 | ) | |||||||
| Members' equity, December 31, 2023 | $ | 194,372 | $ | (176,739 | ) | $ | 17,633 | |||||
| Members' contribution | 16,500 | - | 16,500 | |||||||||
| Net loss and total comprehensive loss | - | (16,351 | ) | (16,351 | ) | |||||||
| Members' equity, December 31, 2024 | $ | 210,872 | $ | (193,090 | ) | $ | 17,782 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
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ABCJ, LLC
Consolidated Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(in thousands of US Dollars, unless otherwise stated)
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows used in operating activities: | ||||||||
| Net loss | $ | (16,351 | ) | $ | (11,515 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | 408 | 395 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayment and other receivables | 83 | 301 | ||||||
| Trade payables | 70 | (4,017 | ) | |||||
| Accrued expenses and other current liabilities | (1,036 | ) | 1,845 | |||||
| Net cash used in operating activities | (16,826 | ) | (12,991 | ) | ||||
| Cash flows used in investing activities: | ||||||||
| Purchase of property and equipment | (184 | ) | - | |||||
| Cash used in investing activities | (184 | ) | - | |||||
| Cash flows from financing activities: | ||||||||
| Contribution from members | 16,500 | 14,000 | ||||||
| Cash provided by financing activities | 16,500 | 14,000 | ||||||
| Net (decrease) increase in cash and cash equivalents | (510 | ) | 1,009 | |||||
| Cash and cash equivalents, beginning of year | 5,381 | 4,372 | ||||||
| Cash and cash equivalents, end of year | $ | 4,871 | $ | 5,381 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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ABCJ, LLC
Notes to the Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise stated)
| 1. | Organization and Description of Business |
ABCJ, LLC (the "Company") was formed in Delaware on April 30, 2007, and its registered office address is located at 251 Little Falls Drive, Wilmington, DE 19808, United States. The Company is an investment holding company where its subsidiaries (together with the Company, the "Group") are engaged in the research, development, and commercialization of innovative immuno-oncology therapies. The Group is developing seviprotimut-L, a novel polyvalent shed antigens vaccine for the adjuvant treatment of melanoma.
The Group is subject to risks common to other pre-revenue biopharmaceutical companies in the R&D stage, including, but not limited to, uncertainty of successfully completing human clinical trials with seviprotimut-L, obtaining health authority approvals to commercialize and sell seviprotimut-L, competitors launching their products and therapies in the same markets and indications as seviprotimut-L, dependence on key personnel, protection of proprietary technology, and the ability to raise additional financing. There can be no assurance that these efforts will be successful.
Liquidity — The Group has incurred significant losses and negative cash flows from operations. As of December 31, 2024 and 2023, the Group had cash and cash equivalents of $4,871 and $5,381, respectively, and its accumulated deficit was $193,090 and $176,739, respectively. As further described in Note 9, the Company completed a transaction, effective from October 8, 2025, with TransCode Therapeutics, Inc. ("TransCode"), a Delaware corporation listed on the Nasdaq Stock Exchange, whereby TransCode acquired 100% of the Company's outstanding membership interests (the “Transaction”). TransCode, the immediate parent of the Company following consummation of the Transaction, has agreed to provide adequate funds to enable the Group to meet in full its financial obligations as they fall due for the next 12 months following the issuance date of these consolidated financial statements by utilizing the consideration of $25 million (of which $20 million was received, and the remaining $5 million will be due and payable upon January 1, 2026) pursuant to the investment agreement entered between TransCode and DEFJ, LLC, a Delaware limited liability company (“DEFJ”) as disclosed in Note 9. The Group has not generated any revenues to date from any of its product candidates. The Group does not anticipate generating any revenues from any of its product candidates unless and until the Group is able to successfully pass and complete required phase 2 and 3 human clinical trials, and obtain regulatory approvals to commercialize and sell any of its product candidates for the indications.
The Group assessed it has adequate resources to meet its financial liabilities and obligations as and when they fall due and has the ability to continue as a going concern for the next 12 months following the issuance date of these consolidated financial statements. Management's evaluation of the events and conditions and management's plans to mitigate these matters are also described above. Management prepared the consolidated financial statements assuming the Group will continue as a going concern. However, there is no assurance that the financing plan above can be achieved as planned. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation — The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). The consolidated financial statements include the results of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated during consolidation.
Use of Estimates — The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. These estimates include, but are not limited to, R&D accruals; and useful lives of property and equipment. Actual results could differ from those estimates.
Cash and Cash Equivalents — The Group considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2024 and 2023, cash consists of cash deposited within banks.
Prepayment and Other Receivables — Prepayment and other receivables consist of service fees, prepaid R&D costs, other miscellaneous payments, and deposits.
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ABCJ, LLC
Notes to the Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise stated)
| 2. | SIGNIFICANT ACCOUNTING POLICIES - continued |
Property and Equipment — Property and equipment are presented at cost, less accumulated depreciation. The Group provides for depreciation of fixed assets using a straight-line method based on the estimated useful life of each class of depreciable asset, as follows:
| · | Lab equipment, fixture and furniture – 5 years or 20% |
| · | Fixture and furniture – 7 years or 14% |
| · | Computer software and equipment – 3 years or 33% |
| · | Leasehold improvement – over the lease term |
Intangible Asset — The Group's intangible asset with indefinite useful life is R&D assets acquired. The intangible asset is subject to annual impairment tests or when events or circumstances indicate an intangible asset (or asset group) may be impaired. The Group tests the impairment of the intangible asset by assessing, where appropriate, the cash flows and profit projections, and the progress of the development activities. There was no impairment of intangible asset during the years ended December 31, 2024 and 2023.
General and Administrative ("G&A") Expenses — G&A expenses include but are not limited to salaries and benefits, travel, audit and professional services, legal services, consulting, information technology expenses, insurance, and general office administration and operating expenses.
Leases - The Group applies the short-term lease recognition exemption to its short-term leases of buildings (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognized as an expense on a straight-line basis over the lease term.
Research and Development ("R&D") Expenses — R&D costs are expensed as incurred. R&D expenses primarily consist of costs incurred to perform R&D activities, including salaries and benefits, third-party costs of vendors to conduct research and development and clinical trial activities, and third-party contract manufacturing costs including services and the cost of materials. The Group accrues costs for its research, clinical trial and contract manufacturing activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the contract research organizations, clinical study sites, contract manufacturers, laboratories, consultants, or other vendors that perform the activities.
R&D advance payments are deferred and expensed as the related services are performed, or materials for contract manufacturing are received. At the end of each reporting period, the Group compares the payments made to each vendor to the estimated progress toward completion of the related project. Factors that the Group considers in preparing these estimates include milestones achieved, periodic vendor confirmation, and other criteria related to the level of effort expended. These estimates are subject to change as additional information becomes available. Depending on the timing of payments to vendors and estimated services performed or materials for contract manufacturing received, the Group will record prepaid or accrued R&D expenses related to these costs.
Payments made to acquire individual R&D assets, including those made under licensing agreements deemed to have an alternative future use or related to proven products, are capitalized as intangible assets. Payments to acquire individual R&D assets that do not have an alternative future use are expensed as R&D costs.
Income Taxes — The Group incurred no income tax provision for the years ended December 31, 2024 and 2023. The Company and its subsidiary are treated as disregarded entities for federal income tax purposes.
Concentrations of Credit Risk — Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Group maintains deposits in reputable financial institutions. The Group has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held.
7
ABCJ, LLC
Notes to the Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise stated)
| 2. | SIGNIFICANT ACCOUNTING POLICIES - continued |
Recent Accounting Pronouncements, Adopted — In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which was subsequently amended in November 2018 through ASU No. 2018-19, "Codification Improvements to Topic 326, Financial Instruments—Credit Losses." ASU No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Group for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Group adopted this standard on January 1, 2023, and the standard did not have a material impact on its results of operations, financial condition, and financial statement disclosures.
Recent Accounting Pronouncements, Not Yet Adopted — In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU No. 2023-09”), which intends to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for the Group beginning with its reporting for annual periods beginning after December 15, 2025, with early adoption permitted. The Group is currently evaluating the impact of this standard on its income tax disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Group is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Group's consolidated financial statements upon adoption.
| 3. | INTANGIBLE ASSET |
The amount recognized on the balance sheet as an intangible asset relates to technology and know-how acquired with indefinite useful life. During the years ended December 31, 2024 and 2023, no impairment was recognized.
| 4. | Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities consisted of the following:
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Accrued payroll and bonus | $ | 702 | $ | 635 | ||||
| Accrued research and development | 1,011 | 2,081 | ||||||
| Other accrued expenses | 28 | 61 | ||||||
| $ | 1,741 | $ | 2,777 | |||||
8
ABCJ, LLC
Notes to the Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise stated)
| 5. | BALANCES WITH INTERMEDIATE HOLDING COMPANY AND FELLOW SUBSIDIARY |
The balances represent amounts due to intermediate holding company, Conjoint Inc., of $4 and fellow subsidiary, Fonjoint LLC, of $2 at December 31, 2024 and 2023. The amounts were unsecured, non-interest bearing and repayable on demand.
| 6. | Members’ Equity |
The Company is a Delaware limited liability company. Members' equity consists of capital contributions from members, accumulated deficit attributable to members, and distributions.
The Company may make distributions to members at the discretion of the Board of Managers in accordance with the terms of the LLC Agreement. No distributions were made during the years ended December 31, 2024 and 2023.
| 7. | INCOME TAXES |
The Company and its subsidiary, Polynoma LLC, incurred no income tax provision for the years ended December 31, 2024 and 2023. The Company and Polynoma LLC are disregarded entities in the United States and their losses are included in the tax reporting of its parent. The other subsidiary of the Company, Polynoma Inc., is inactive and did not have any income and expense for the years ended December 31, 2024 and 2023. As such, the Group is not subject to income tax and the net effective tax rate for the Group is 0%.
| 8. | CONTINGENCIES |
From time to time, the Group may be involved in various claims and legal disputes or proceedings arising in the ordinary course of business. The Group is not currently a party to any material legal proceedings the outcome of which the Group believes, if determined adversely to the Group, would individually or in the aggregate have a material adverse effect on the Group's business or financial condition.
| 9. | SUBSEQUENT EVENTS |
The Group has evaluated the effects of subsequent events on its financial statements through December 23, 2025, which is the date the financial statements were available to be issued.
On October 8, 2025, TransCode Therapeutics, Inc. ("TransCode"), a Delaware corporation, entered into a membership interest purchase agreement with DEFJ, a subsidiary of CK Life Sciences Int’l., (Holdings) Inc., pursuant to which TransCode acquired 100% of the issued and outstanding membership interests of the Company, for a total consideration of $125,000.
Concurrent with this acquisition, TransCode entered into an investment agreement on October 8, 2025, with DEFJ for an aggregate consideration of $25,000, consisting of $20,000 in cash and a promissory note with an aggregate principal amount of $5,000.
9
Exhibit 99.2
ABCJ, LLC
Reports and Financial Statements For the nine months ended September 30, 2025 and 2024 |
ABCJ, LLC
TABLE OF CONTENTS
| Page(s) | |
| Unaudited Interim Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 1 |
| Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2025 and 2024 | 2 |
| Unaudited Interim Condensed Consolidated Statements of Changes in Members' Equity for the nine months ended September 30, 2025 and 2024 | 3 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 4 |
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 5 – 7 |
ABCJ, LLC
Unaudited Interim Condensed Consolidated Balance Sheets
As of September 30, 2025, and December 31, 2024
(in thousands of US Dollars, unless otherwise stated)
| As of September 30, 2025 | As of December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,237 | $ | 4,871 | ||||
| Prepayment and other receivables | 107 | 69 | ||||||
| Total current assets | 4,344 | 4,940 | ||||||
| Non-current assets: | ||||||||
| Plant and equipment, net | 509 | 813 | ||||||
| Intangible asset | 14,000 | 14,000 | ||||||
| Total non-current assets | 14,509 | 14,813 | ||||||
| Total assets | $ | 18,853 | $ | 19,753 | ||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | 1,205 | $ | 224 | ||||
| Accrued expenses and other current liabilities | 3,477 | 1,741 | ||||||
| Amount due to intermediate holding company | 4 | 4 | ||||||
| Amounts due to fellow subsidiaries | 10 | 2 | ||||||
| Total current liabilities | 4,696 | 1,971 | ||||||
| Total liabilities | 4,696 | 1,971 | ||||||
| Commitment and contingencies (Note 8) | ||||||||
| Members' Equity | ||||||||
| Members' contribution | 224,872 | 210,872 | ||||||
| Accumulated deficit | (210,715 | ) | (193,090 | ) | ||||
| Total members' equity | 14,157 | 17,782 | ||||||
| Total liabilities and members' equity | $ | 18,853 | $ | 19,753 | ||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
1
ABCJ, LLC
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
For the nine months ended September 30, 2025 and 2024
(in thousands of US Dollars, unless otherwise stated)
Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | 15,325 | $ | 9,642 | ||||
| General and administrative | 2,300 | 1,113 | ||||||
| Total operating expenses | 17,625 | 10,755 | ||||||
| Net loss and total comprehensive loss | $ | (17,625 | ) | $ | (10,755 | ) | ||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
2
ABCJ, LLC
Unaudited Interim Condensed Consolidated Statements of Changes in Members' Equity
For the nine months ended September 30, 2025 and 2024
(in thousands of US Dollars, unless otherwise stated)
| Members' Contribution | Accumulated Deficit | Total Members' Equity | ||||||||||
| Members' equity, December 31, 2023 | $ | 194,372 | $ | (176,739 | ) | $ | 17,633 | |||||
| Members' contribution | 10,500 | - | 10,500 | |||||||||
| Net loss and total comprehensive loss | - | (10,755 | ) | (10,755 | ) | |||||||
| Members' equity, September 30, 2024 | $ | 204,872 | $ | (187,494 | ) | $ | 17,378 | |||||
| Members' equity, December 31, 2024 | $ | 210,872 | $ | (193,090 | ) | $ | 17,782 | |||||
| Members' contribution | 14,000 | - | 14,000 | |||||||||
| Net loss and total comprehensive loss | - | (17,625 | ) | (17,625 | ) | |||||||
| Members' equity, September 30, 2025 | $ | 224,872 | $ | (210,715 | ) | $ | 14,157 | |||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
3
ABCJ, LLC
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2025 and 2024
(in thousands of US Dollars, unless otherwise stated)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows used in operating activities: | ||||||||
| Net loss | $ | (17,625 | ) | $ | (10,755 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | 304 | 300 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayment and other receivables | (38 | ) | 47 | |||||
| Trade payables | 981 | 3 | ||||||
| Accrued expenses and other current liabilities | 1,736 | (2,002 | ) | |||||
| Amount due to a fellow subsidiary | 8 | - | ||||||
| Net cash used in operating activities | (14,634 | ) | (12,407 | ) | ||||
| Cash flows used in investing activities: | ||||||||
| Purchase of property and equipment | - | (177 | ) | |||||
| Cash used in investing activities: | - | (177 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Contribution from members | 14,000 | 10,500 | ||||||
| Cash provided by financing activities | 14,000 | 10,500 | ||||||
| Net decrease in cash and cash equivalents | (634 | ) | (2,084 | ) | ||||
| Cash and cash equivalents, beginning of period | 4,871 | 5,381 | ||||||
| Cash and cash equivalents, end of period | $ | 4,237 | $ | 3,297 | ||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
4
ABCJ, LLC
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise stated)
| 1. | Organization and Description of Business |
ABCJ, LLC (the "Company") was formed in Delaware on April 30, 2007, and its registered office address is located at 251 Little Falls Drive, Wilmington, DE 19808, United States. The Company is an investment holding company where its subsidiaries (together with the Company, the “Group”) are engaged in the research, development, and commercialization of innovative immuno-oncology therapies. The Group is developing seviprotimut-L, a novel polyvalent shed antigens vaccine for the adjuvant treatment of melanoma.
The Group is subject to risks common to other pre-revenue biopharmaceutical companies in the R&D stage, including, but not limited to, uncertainty of successfully completing human clinical trials with seviprotimut-L, obtaining health authority approvals to commercialize and sell seviprotimut-L, competitors launching their products and therapies in the same markets and indications as seviprotimut-L, dependence on key personnel, protection of proprietary technology, and the ability to raise additional financing. There can be no assurance that these efforts will be successful.
Liquidity — The Group has incurred significant losses and negative cash flows from operations. As of September 30, 2025, and December 31, 2024, the Group had cash and cash equivalents of $4,237 and $4,871, respectively, and its accumulated deficit was $210,715 and $193,090, respectively. As further described in Note 9, the Company completed a transaction, effective from October 8, 2025, with TransCode Therapeutics, Inc. ("TransCode"), a Delaware corporation listed on the Nasdaq Stock Exchange, whereby TransCode acquired 100% of the Company's outstanding membership interests (the “Transaction”). TransCode, the immediate parent of the Company following consummation of the Transaction, has agreed to provide adequate funds to enable the Group to meet in full its financial obligations as they fall due for the next 12 months following the issuance date of these condensed consolidated financial statements by utilizing the consideration of $25 million (of which $20 million was received, and remaining $5 million will be due and payable upon January 1, 2026) pursuant to the investment agreement entered between TransCode and DEFJ, LLC, a Delaware limited liability company (“DEFJ”)as disclosed in Note 9. The Group has not generated any revenues to date from any of its product candidates. The Group does not anticipate generating any revenues from any of its product candidates unless and until the Group is able to successfully pass and complete required phase 2 and 3 human clinical trials, and obtain regulatory approvals to commercialize and sell any of its product candidates for the indications.
The Group assessed it has adequate resources to meet its financial liabilities and obligations as and when they fall due and has the ability to continue as a going concern for the next 12 months following the issuance date of these consolidated financial statements. Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described above. Management prepared the consolidated financial statements assuming the Group will continue as a going concern. However, there is no assurance that the financing plan above can be achieved as planned. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
There have been no changes to the significant accounting policies described in the notes to the Group’s consolidated financial statements for the year ended December 31, 2024, that have a material impact on these condensed consolidated financial statements.
Basis of Presentation — The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). The unaudited interim condensed consolidated financial statements include the results of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated during consolidation. The consolidated balance sheet as of December 31, 2024, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by US GAAP on a recurring basis. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of operations, statements of comprehensive loss, statements of members’ equity, and statements of cash flows for the interim periods, but are not necessarily indicative of the results to be expected for the full year or any other future period.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the Group’s audited consolidated financial statements and notes included in the Group’s consolidated financial statements issued on December 23, 2025.
Use of Estimates — The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of expenses during the reporting period. These estimates include, but are not limited to, R&D accruals and useful lives of property and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk — Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Group maintains deposits in reputable financial institutions. The Group has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held.
5
ABCJ, LLC
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES - continued
Recent Accounting Pronouncements, Not Yet Adopted — In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU No. 2023-09”), which intends to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for the Group beginning with its reporting for annual periods beginning after December 15, 2025, with early adoption permitted. The Group is currently evaluating the impact of this standard on its income tax disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Group is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Group's unaudited interim condensed consolidated financial statements upon adoption.
| 3. | INTANGIBLE ASSET |
The amount recognized on the balance sheet as an intangible asset relates to technology and know-how acquired with indefinite useful life. It will be tested for impairment annually and whenever there is an indication that it may be impaired. The Group tests the impairment of the intangible asset by assessing, where appropriate, the cash flows and profit projections, and the progress of the development activities. During the nine months ended September 30, 2025 and 2024, no impairment was recognized.
| 4. | Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities consisted of the following:
As of September 30, 2025 | As of December 31, 2024 | |||||||
| Accrued payroll and bonus | $ | 2,628 | $ | 702 | ||||
| Accrued research and development | 849 | 1,011 | ||||||
| Other accrued expenses | - | 28 | ||||||
| $ | 3,477 | $ | 1,741 | |||||
As of September 30, 2025, accrued termination benefits of $2,397 were recognized within accrued payroll and bonus. The actual payments were finalized and fully settled in the subsequent period.
| 5. | BALANCES WITH intermediate holding company AND FELLOW SUBSIDIARIES |
As of September 30, 2025, amounts due to intermediate holding company, Conjoint Inc, were $4 (December 31, 2024: $4), and to fellow subsidiaries, Fonjoint LLC, $2 (December 31, 2024: $2) and CK Life Sciences Limited, $8 (December 31, 2024: $0). The amounts were unsecured, non-interest bearing and repayable on demand.
| 6. | MEMBERS’ EQUITY |
The Company is a Delaware limited liability company. Members' equity consists of capital contributions from members, accumulated deficit attributable to members, and distributions.
The Company may make distributions to members at the discretion of the Board of Managers in accordance with the terms of the LLC Agreement. No distributions were made during the nine months ended September 30, 2025 and 2024.
6
ABCJ, LLC
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise stated)
| 7. | INCOME TAXES |
The Company and its subsidiary, Polynoma LLC, incurred no income tax provision for the nine months period ended September 30, 2025 and 2024. The Company and Polynoma LLC are disregarded entities in the United States and their loss are included in the tax reporting of its parent. The other subsidiary of the Company, Polynoma Inc., is inactive and did not have any income and expense for the nine months ended September 30, 2025 and 2024. As such, the Group is not subject to income tax and the net effective tax rate for the Group is 0%.
| 8. | CONTINGENCIES |
From time to time, the Group may be involved in various claims and legal disputes or proceedings arising in the ordinary course of business. The Group is not currently a party to any material legal proceedings the outcome of which the Group believes, if determined adversely to the Group, would individually or in the aggregate have a material adverse effect on the Group's business or financial condition.
| 9. | SUBSEQUENT EVENTS |
The Group has evaluated the effects of subsequent events on its financial statements through December 23, 2025, which is the date the financial statements were available to be issued.
On October 8, 2025, TransCode Therapeutics, Inc. ("TransCode"), a Delaware corporation, entered into a membership interest purchase agreement with DEFJ, a subsidiary of CK Life Sciences Int’l., (Holdings) Inc., pursuant to which TransCode acquired 100% of the issued and outstanding membership interests of the Company, for a total consideration of $125,000.
Concurrent with this acquisition, TransCode entered into an investment agreement on October 8, 2025, with DEFJ for an aggregate consideration of $25,000, consisting of $20,000 in cash and a promissory note with an aggregate principal amount of $5,000.
7
Exhibit 99.3
TRANSCODE THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations based upon the combined historical financial statements of TransCode Therapeutics, Inc. (“TransCode “or the “Company)” and ABCJ, LLC (“ABCJ”), including its wholly-owned subsidiary, Polynoma, LLC, ("Polynoma"), after giving effect to the consummation of the transactions contemplated by the Membership Interest Purchase Agreement, dated October 8, 2025, by and between TransCode and DEFJ, LLC (such transactions, collectively, the “Combination”), and the related adjustments described in the accompanying notes. For purposes of these unaudited condensed combined pro forma financial statements, the Combination is expected to be accounted for as a business combination in accordance with U.S. GAAP. Under this method of accounting, ABCJ will be treated as the acquired company and TransCode will be treated as the acquirer for financial reporting purposes. Accordingly, the Combination is accounted for as a business combination. The net assets of ABCJ will be stated at fair value, which is expected to approximate historical cost, with the exception of the acquired in-process research and development assets associated with Polynoma’s phase 3-ready seviprotimut-L, a novel polyvalent shed antigen vaccine for the adjuvant treatment of melanoma, and Polynoma’s technology platform associated for use in future clinical development activities. Any excess consideration paid over the net assets acquired will be allocated to goodwill. Differences between these preliminary estimates of fair value and the final acquisition accounting will occur, and those differences or a different accounting methodology could have a material adverse impact on the accompanying unaudited pro forma combined financial statements and the combined company’s future results of operations and financial position. The Company will finalize the acquisition accounting (including the necessary valuation and other studies) as soon as practicable within the required measurement period, but in no event later than one year following completion of the Combination.
The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024, combine the historical statements of operations of the Company and ABCJ, giving effect to the Combination as if it had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025, assumes that the Combination took place on September 30, 2025, and combines the historical balance sheets of the Company and ABCJ as of such date.
The unaudited pro forma condensed combined financial information, including the notes thereto, should be read in conjunction with the separate historical financial statements of the Company and ABCJ, and their respective notes to the financial statements.
The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with the following:
| (i) | The accompanying notes to the unaudited pro forma condensed combined financial statements. |
| (ii) | The interim unaudited financial statements of the Company and the related notes included in its Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2025; |
| (iii) | The historical audited financial statements of the Company and the related notes included in its Annual Report on Form 10-K as of and for the year ended December 31, 2024; |
| (iv) | The historical unaudited interim financial statements of ABCJ and the related notes as of and for the nine months ended September 30, 2025; and the historical audited financial statements of ABCJ and the related notes as of and for the year ended December 31, 2024; |
| (v) | The Current Report on Form 8-K/A of the Company to which these unaudited pro forma condensed combined financial statements are attached as an exhibit. |
The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Combination had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the combined company. In connection with the pro forma condensed combined financial information, the Company allocated the purchase price using its best estimates of fair value. The allocation is dependent upon certain valuations and other analyses that are not yet final. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurances that the final valuations will not result in material changes to the preliminary estimated purchase price allocation. The unaudited pro forma condensed combined financial information also does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the Combination or any integration costs or a different accounting methodology. Furthermore, the unaudited pro forma condensed combined statement of operations does not include certain nonrecurring charges and the related tax effects that result directly from the Combination as described in the notes to the unaudited pro forma condensed combined financial information.
PF-2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
(in thousands of US Dollars, unless otherwise stated)
| TransCode Therapeutics, Inc. | ABCJ, LLC | Transaction Adjustments | Notes | Pro Forma Combined | ||||||||||||||
| ASSETS | (historical) | (historical) | ||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 2,836 | $ | 4,237 | $ | 12,749 | A | $ | 19,822 | |||||||||
| Grant receivable | 198 | - | - | 198 | ||||||||||||||
| Prepaid expenses and other current assets | 1,717 | 107 | - | 1,824 | ||||||||||||||
| Total current assets | 4,751 | 4,344 | 12,749 | 21,844 | ||||||||||||||
| Property and equipment, net of depreciation | 20 | 509 | - | 529 | ||||||||||||||
| In-process research and development | - | 14,000 | 151,173 | B | 165,173 | |||||||||||||
| Goodwill | - | 36,173 | C | 36,173 | ||||||||||||||
| Deferred offering costs and other assets | 456 | - | (153 | ) | D | 303 | ||||||||||||
| Total assets | $ | 5,227 | $ | 18,853 | $ | 199,942 | $ | 224,022 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable and accrued expenses | $ | 2,968 | $ | 4,682 | $ | (3,910 | ) | E | $ | 3,740 | ||||||||
| Other current liabilities | - | 14 | - | 14 | ||||||||||||||
| Total current liabilities | 2,968 | 4,696 | (3,910 | ) | 3,754 | |||||||||||||
| Warrant liability - Series C | 833 | - | - | 833 | ||||||||||||||
| Contingent consideration | - | - | 31,000 | F | 31,000 | |||||||||||||
| Deferred tax liability | - | - | 36,173 | C | 36,173 | |||||||||||||
| Total liabilities | 3,801 | 4,696 | 63,263 | 71,760 | ||||||||||||||
| Stockholders’ equity (deficit): | ||||||||||||||||||
| Preferred stock $0.0001 par value | - | - | - | - | ||||||||||||||
| Common stock $0.0001 par value | - | - | 2 | G | 2 | |||||||||||||
| Members' contribution | - | 224,872 | (224,872 | ) | G | |||||||||||||
| Additional paid-in capital | 85,846 | - | 158,912 | G | 244,758 | |||||||||||||
| Accumulated deficit | (84,420 | ) | (210,715 | ) | 202,637 | G | (92,498 | ) | ||||||||||
| Total stockholders’ equity (deficit) | 1,426 | 14,157 | 136,679 | 152,262 | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | 5,227 | $ | 18,853 | $ | 199,942 | $ | 224,022 | ||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
PF-3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(in thousands of US Dollars, unless otherwise stated)
| TransCode Therapeutics, Inc. | ABCJ, LLC | Transaction Adjustments | Notes | Pro Forma Combined | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| Research and development | $ | 7,947 | $ | 15,325 | $ | - | $ | 23,272 | ||||||||||
| General and administrative | 4,007 | 2,300 | (157 | ) | H | 6,150 | ||||||||||||
| Total operating expenses | 11,954 | 17,625 | (157 | ) | 29,422 | |||||||||||||
| Operating loss | (11,954 | ) | (17,625 | ) | 157 | (29,422 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||||
| Change in fair value of warrants | (9,675 | ) | - | - | (9,675 | ) | ||||||||||||
| Grant income | 524 | - | - | 524 | ||||||||||||||
| Currency exchange gain (loss) | (107 | ) | - | - | (107 | ) | ||||||||||||
| Interest income | - | - | - | - | ||||||||||||||
| Interest expense | (6 | ) | - | - | (6 | ) | ||||||||||||
| Total other income (expense) | (9,264 | ) | - | - | (9,264 | ) | ||||||||||||
| Net loss attributable to common stockholders | $ | (21,218 | ) | $ | (17,625 | ) | $ | 157 | $ | (38,686 | ) | |||||||
| Net loss per share, basic and diluted | $ | (34.49 | ) | $ | (2.57 | ) | ||||||||||||
| Weighted average common shares outstanding, basic and diluted | 615,264 | 14,442,445 | I | 15,057,709 | ||||||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
PF-4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands of US Dollars, unless otherwise stated)
| TransCode Therapeutics, Inc. | ABCJ, LLC | Transaction Adjustments | Notes | Pro Forma Combined | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| Research and development | $ | 9,706 | $ | 14,657 | $ | - | $ | 24,363 | ||||||||||
| General and administrative | 5,954 | 1,694 | 8,078 | H | 15,726 | |||||||||||||
| Total operating expenses | 15,660 | 16,351 | 8,078 | 40,089 | ||||||||||||||
| Operating loss | (15,660 | ) | (16,351 | ) | (8,078 | ) | (40,089 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||||
| Change in fair value of warrants | (940 | ) | - | - | (940 | ) | ||||||||||||
| PIPE warrant Issuance Costs | (597 | ) | - | - | (597 | ) | ||||||||||||
| Grant income | 524 | - | - | 524 | ||||||||||||||
| Gain on sale of equipment | 1 | - | - | 1 | ||||||||||||||
| Currency exchange gain (loss) | (57 | ) | - | - | (57 | ) | ||||||||||||
| Interest income | 1 | - | - | 1 | ||||||||||||||
| Interest expense | (27 | ) | - | - | (27 | ) | ||||||||||||
| Total other income (expense) | (1,095 | ) | - | - | (1,095 | ) | ||||||||||||
| Net loss | (16,755 | ) | (16,351 | ) | (8,078 | ) | (41,184 | ) | ||||||||||
| Deemed dividend arising from warrant modification | (31 | ) | - | - | (31 | ) | ||||||||||||
| Net loss attributable to common stockholders | $ | (16,786 | ) | $ | (16,351 | ) | $ | (8,078 | ) | $ | (41,215 | ) | ||||||
| Net loss per share, basic and diluted | $ | (47.14 | ) | $ | (2.79 | ) | ||||||||||||
| Weighted average common shares outstanding, basic and diluted | 356,115 | 14,442,445 | I | 14,798,560 | ||||||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
PF-5
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. Description of the Transaction
On October 8, 2025, TransCode Therapeutics, Inc., a Delaware corporation (“TransCode” or the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with DEFJ, LLC, a Delaware limited liability company (“DEFJ”), pursuant to which the Company 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 listed entity on the Main Board of the Hong Kong Stock Exchange. ABCJ is parent and sole member of Polynoma LLC, or Polynoma, an immuno-oncology focused biopharmaceutical company headquartered in San Diego. Polynoma's lead asset, seviprotimut-L, is a novel polyvalent shed antigen vaccine for the prevention of recurrence of melanoma.
The Company issued to DEFJ an aggregate of (i) 83,285 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which shares represented 9.99% of the shares of Common Stock outstanding immediately prior to the Closing, and (ii) 1,152.9568 shares of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”). In addition, the Company has agreed to make up to $95.0 million in contingent milestone payments to DEFJ upon the achievement of certain milestones. Each share of Series A Preferred Stock is convertible into 10,000 shares of Common Stock. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred Stock are set forth in the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (as defined below), dated October 27, 2025. The Acquisition is intended to be treated as a taxable exchange for U.S. federal income tax purposes.
Concurrently with the Acquisition, the Company entered into an Investment Agreement (the “Investment Agreement”) with DEFJ. Pursuant to the Investment Agreement, the Company sold an aggregate of 223.7337 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), at a price per share of $11.1740, for an aggregate purchase price of approximately $25.0 million, consisting of a cash subscription amount of $20.0 million and a promissory note (the “Promissory Note”) in the aggregate principal amount of approximately $5.0 million (the “Investment”). The Promissory Note has a principal amount of $5.0 million and accrues interest at a rate of 4% per annum, with the principal and accrued but unpaid interest being due and payable on January 1, 2026. The Promissory Note is secured by 44.7467 shares of the Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into 10,000 shares of Common Stock. Pursuant to the terms of the Investment Agreement, the proceeds from the Investment are to be used for (1) funding operations and (2) performing clinical and research & development activities.
Prior to the Combination, Polynoma was developing seviprotimut-L, a novel polyvalent shed antigens vaccine for the adjuvant treatment of melanoma. Melanoma cells are grown in bioreactors and cellular and melanoma-associated proteins are shed under optimized conditions, collected and then partially purified to separate them from non-essential whole cell and nuclear material, thereby minimizing extraneous cell components — concentrating the amount of antigens relevant to melanoma. This partially purified material serves as the active ingredient(s) of the vaccine. Seviprotimut-L is allogenic and unlike personalized vaccine and cell therapy approaches, is “off-the-shelf” and can be given to all persons.
2. Basis of Pro Forma Presentation
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the consummation of the Combination are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. TransCode believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant financial effects of the Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined statements of operations and balance sheet.
PF-6
The historical financial information of the Company and ABCJ has been adjusted to give effect to matters that are (i) directly attributable to the Combination, (ii) factually supportable and (iii) expected to have a continuing impact on the operating results of the combined company. The pro forma amounts give effect to the conversion of an aggregate of 1,212.1823 shares of Series A Preferred Stock and 223.7337 shares of Series B Preferred Stock, respectively, as of October 8, 2025, upon obtaining shareholder approval, into an aggregate of 14,359,160 shares of common stock as if Company shareholders had approved the conversion of the Preferred Stock immediately upon the date of the Combination. The unaudited pro forma condensed combined statements of operations do not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Combination. The Company and ABCJ have not had any historical relationship prior to the Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
For purposes of presenting these pro forma financial statements, the Combination has been treated as a business combination, with the Company as the accounting acquirer. The Company accounts for business combinations using the acquisition method of accounting. Identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Combination-related costs are expensed as incurred. The accounts and results of operations of the acquiree are consolidated into the Company as of and subsequent to the acquisition date. Upon completion of the Company’s accounting treatment analysis, if the Company determines that the Combination does not represent the acquisition of a business, the allocation of consideration paid and recognition of net assets acquired could be materially different and materially and adversely affect the Company’s stockholders’ equity.
When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. The Company utilizes commonly accepted valuation techniques, such as the income approach in establishing the fair value of intangible assets.
3. Consideration Transferred and Purchase Price Allocation
The following table summarizes the provisional fair values of the assets acquired and liabilities assumed at the date of the Combination (in thousands):
| Consideration paid | ||||
| Fair value of common stock issued | $ | 1,233 | ||
| Fair value of preferred stock issued | 133,097 | |||
| Fair value of contingent consideration | 31,000 | |||
| Total consideration paid | $ | 165,330 | ||
| Assets acquired: | ||||
| Cash | $ | 4,237 | ||
| Prepaid expenses and other assets | 107 | |||
| Property and equipment | 509 | |||
| In-process research and development | 165,173 | |||
| Goodwill | 36,173 | |||
| Total assets acquired | 206,199 | |||
| Liabilities assumed: | ||||
| Accounts payable and accrued expenses | 4,682 | |||
| Other liabilities | 14 | |||
| Deferred tax liability | 36,173 | |||
| Total liabilities assumed | 40,869 | |||
| Net assets acquired | $ | 165,330 | ||
PF-7
The amounts above represent the Company's provisional fair value estimates related to the acquisition and are subject to subsequent adjustments as additional information is obtained during the applicable measurement period. The primary area of estimate that is not yet finalized includes the valuation of the identifiable intangible assets. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are conducted following completion of the Combination. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below.
The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition date estimated fair values. As of the date of the Combination, the identifiable intangible assets consist of two in-process research and development ("IPR&D) assets and include Polynoma’s lead product candidate, seviprotimut-L, and the acquired technology for use in future clinical development activities, which were assigned an aggregate fair value of approximately $165.2 million and are indefinite-lived until the programs can begin to be commercialized. The fair value of the IPR&D assets was estimated using the multi-period excess earnings method, whereby the Company estimates future cash flows attributable to the technology and to those cash flows applies a probability of success and a discount rate. These nonrecurring fair value measurements are Level 3 measurements within the fair value hierarchy.
The fair value of IPR&D was capitalized as of the date of the Combination and accounted for as indefinite-lived intangible assets until completion or disposition of the assets or abandonment of the associated research and development efforts. Upon successful completion of the development efforts, the useful lives of the IPR&D assets will be determined based on the anticipated period of regulatory exclusivity and will be amortized within operating expenses. Until that time, the IPR&D assets will be subject to impairment testing and will not be amortized. The goodwill recorded related to the Combination is the excess of the fair value of the consideration transferred by the acquirer over the fair value of the net identifiable assets acquired and liabilities assumed at the date of acquisition. The goodwill recorded is not deductible for tax purposes.
4. Pro Forma Adjustments - Notes
Adjustments included in the column under the heading “Transaction Adjustments” represent the following (dollars in thousands):
| A. | Reflects (i) payment of total estimated unpaid transaction costs upon consummation of the Combination and payment of certain compensation costs associated with the Combination and (ii) net proceeds received under the Investment Agreement. |
| TransCode | ABCJ | Total | ||||||||||
| Payment of transaction costs | $ | (3,150 | ) | $ | (3,601 | ) | $ | (6,751 | ) | |||
| Payment of compensation costs | (500 | ) | - | (500 | ) | |||||||
| Proceeds from Investment Agreement | 20,000 | - | 20,000 | |||||||||
| Pro forma adjustment | $ | 16,350 | $ | (3,601 | ) | $ | 12,749 | |||||
| B. | To recognize the preliminary fair value increase of the acquired in-process research and development related to Polynoma's lead product candidate and technology platform. |
| Elimination of historical ABCJ intangible assets | $ | (14,000 | ) | |
| Recognize acquired in-process research and development assets | 165,173 | |||
| Pro forma adjustment | $ | 151,173 |
| C. | To record a preliminary deferred tax liability for the difference between the preliminary fair value of the acquired in-process research and development and its tax basis which was recognized as goodwill in applying the purchase method of accounting. |
| D. | To reclassify deferred offering costs associated with the Investment Agreement and net such costs against related proceeds. |
PF-8
| E. | To eliminate transaction costs paid upon consummation of the Combination that were included in accounts payable and accrued expenses at September 30, 2025. |
| TransCode | ABCJ | Total | ||||||||||
| Unpaid transaction costs as of September 30, 2025 | $ | 309 | $ | 3,601 | $ | 3,910 | ||||||
| $ | 309 | $ | 3,601 | $ | 3,910 | |||||||
| F. | To record the preliminary estimated fair value of the contingent consideration payable upon achieving future development and regulatory milestones associated with the acquired in-process research and development assets. |
| G. | To record (i) the issuance of common stock to DEFJ in connection with the Combination, (ii) elimination of ABCJ historical equity carrying values, (iii) the issuance and subsequent conversion upon assumed shareholder approval of the issuance of the Series A Preferred Stock and Series B Preferred Stock and (iv) the transaction costs incurred and expensed in connection with the Combination. |
| Additional | ||||||||||||||||||||||||
| Common stock | Members' | paid-in | Accumulated | |||||||||||||||||||||
| shares | amount | contributions | capital | deficit | Total | |||||||||||||||||||
| Issuance of common stock to DEFJ | 83,285 | $ | - | $ | - | $ | 1,233 | $ | - | $ | 1,233 | |||||||||||||
| Elimination of ABCJ historical carrying values | - | - | (224,872 | ) | - | 210,715 | (14,157 | ) | ||||||||||||||||
| Issuance and conversion of Series A and Series B convertible preferred stock | 14,359,160 | 2 | - | 157,679 | - | 157,681 | ||||||||||||||||||
| Payment of transaction costs and compensation expenses | - | - | - | - | (8,078 | ) | (8,078 | ) | ||||||||||||||||
| 14,442,445 | $ | 2 | $ | (224,872 | ) | $ | 158,912 | $ | 202,637 | $ | 136,679 | |||||||||||||
| H. | Reflects an adjustment for the transaction costs as if the Combination had been consummated on January 1, 2024. These transaction costs are not expected to be recurring. |
| I. | Issuance of TransCode Common Stock and Preferred Stock to DEFJ members and in connection with the Combination and Investment and transaction costs: |
| Nine | ||||||||
| Months | Year | |||||||
| Ended | Ended | |||||||
| September 30, 2025 | December 31, 2024 | |||||||
| TransCode historical weighted average shares outstanding | 615,264 | 356,115 | ||||||
| Common stock issued to DEFJ | 83,285 | 83,285 | ||||||
| Series A Preferred Stock issued to DEFJ | 11,529,568 | 11,529,568 | ||||||
| Series A Preferred Stock issued for transaction costs | 592,255 | 592,255 | ||||||
| Series B Preferred Stock issued for the Investment Agreement | 2,237,337 | 2,237,337 | ||||||
| Pro forma weighted average shares outstanding, basic and diluted | 15,057,709 | 14,798,560 | ||||||
| Less: actual TransCode weighted average shares outstanding, basic and diluted | (615,264 | ) | (356,115 | ) | ||||
| Pro forma adjustment | 14,442,445 | 14,442,445 | ||||||
PF-9