RNAZ · Transcode Therapeutics, Inc. · Insider Trading

The shares underlying this option shall vest and become exercisable in twelve (12) equal monthly installments following the grant date.

Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Non-Voting Convertible Preferred Stock") and (ii) Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Non-Voting Convertible Preferred Stock"), are convertible at any time into shares of Common Stock, par value $0.0001 per share ("Common Stock"), with each share of Series A Non-Voting Convertible Preferred Stock or Series B Non-Voting Convertible Preferred Stock, as applicable, convertible into 10,000 shares of Common Stock. Neither the shares of Series A Non-Voting Convertible Preferred Stock nor the shares of Series B Non-Voting Convertible Preferred Stock have an expiration date.

On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the Second 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 ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.

Includes 28.4291 shares of Series A Non-Voting Convertible Preferred Stock previously issued to DEFJ as a payment-in-kind dividend that was exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.

DEFJ, a Delaware limited liability company, is a direct, wholly owned subsidiary of Conjoint Inc., a Delaware corporation, which is a direct, wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Non-Voting Convertible Preferred Stock") and (ii) Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Non-Voting Convertible Preferred Stock"), are convertible at any time into shares of Common Stock, par value $0.0001 per share ("Common Stock"), with each share of Series A Non-Voting Convertible Preferred Stock or Series B Non-Voting Convertible Preferred Stock, as applicable, convertible into 10,000 shares of Common Stock. Neither the shares of Series A Non-Voting Convertible Preferred Stock nor the shares of Series B Non-Voting Convertible Preferred Stock have an expiration date.

On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the Second 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 ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.

DEFJ, a Delaware limited liability company, is a direct, wholly owned subsidiary of Conjoint Inc., a Delaware corporation, which is a direct, wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Non-Voting Convertible Preferred Stock") and (ii) Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Non-Voting Convertible Preferred Stock"), are convertible at any time into shares of Common Stock, par value $0.0001 per share ("Common Stock"), with each share of Series A Non-Voting Convertible Preferred Stock or Series B Non-Voting Convertible Preferred Stock, as applicable, convertible into 10,000 shares of Common Stock. Neither the shares of Series A Non-Voting Convertible Preferred Stock nor the shares of Series B Non-Voting Convertible Preferred Stock have an expiration date.

On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the Second 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 ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.

DEFJ, a Delaware limited liability company, is a direct, wholly owned subsidiary of Conjoint Inc., a Delaware corporation, which is a direct, wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

Each of the Issuer's (i) Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Non-Voting Convertible Preferred Stock") and (ii) Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Non-Voting Convertible Preferred Stock"), are convertible at any time into shares of Common Stock, par value $0.0001 per share ("Common Stock"), with each share of Series A Non-Voting Convertible Preferred Stock or Series B Non-Voting Convertible Preferred Stock, as applicable, convertible into 10,000 shares of Common Stock. Neither the shares of Series A Non-Voting Convertible Preferred Stock nor the shares of Series B Non-Voting Convertible Preferred Stock have an expiration date.

On August 3, 2026, DEFJ, LLC ("DEFJ") (i) submitted a notice to the Issuer providing that it waived the Beneficial Ownership Limitation (as defined in the Second 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 ("Certificate of Designation")) set forth in Section 6.3.3 of the Certificate of Designation, effective as of August 3, 2026, and (ii) submitted an irrevocable conversion notice to the Issuer providing that DEFJ converts 1,181.3859 shares of Series A Non-Voting Convertible Preferred Stock into 11,813,859 shares of Common Stock and 202.0582 shares of Series B Non-Voting Convertible Preferred Stock into 2,020,582 shares of Common Stock.

DEFJ, a Delaware limited liability company, is a direct, wholly owned subsidiary of Conjoint Inc., a Delaware corporation, which is a direct, wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company, which is a direct, wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an admission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

Fifty percent (50%) of the shares subject to this option vested and became exercisable on January 1, 2024, with the remainder vesting in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Fifty percent (50%) of the shares subject to this option vested and became exercisable on January 1, 2024, with the remainder vesting in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Fifty percent (50%) of the shares subject to this option vested and became exercisable on January 1, 2024, with the remainder vesting in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Fifty percent (50%) of the shares subject to this option vested and became exercisable on January 1, 2024, with the remainder vesting in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Represents shares acquired pursuant to an underwritten public offering of common stock by the Issuer.

Represents shares acquired pursuant to an underwritten public offering of common stock by the Issuer.

Reported amount reflects a 1-for-20 reverse stock split of the Issuer's common stock, which became effective as of May 22, 2023.

Reflects the weighted average purchase price for shares of common stock purchased. Actual purchase prices for the shares purchased ranged from $2.60 to $2.70. The Reporting Person undertakes to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.

Reflects the weighted average purchase price for shares of common stock purchased. Actual purchase prices for the shares purchased ranged from $2.54 to $2.55. The Reporting Person undertakes to provide TransCode Therapeutics, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.

Reflects the weighted average purchase price for shares of common stock purchased. Actual purchase prices for the shares purchased ranged from $2.675 to $2.85. The Reporting Person undertakes to provide TransCode Therapeutics, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.

This Form 4/A amends the Form 4 originally filed on June 13, 2023 solely to correct the amount reported in Table I, Column 5. Due to an administrative error, the amount reported on the original Form 4 was not adjusted to reflect a 1-for-20 reverse stock split of the Company's common stock, which became effective as of May 22, 2023.

The shares subject to this option shall vest and become exercisable in full on December 31, 2023, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full on December 31, 2023, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full on December 31, 2023, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full on December 31, 2023, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full on December 31, 2023, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full upon the earlier to occur of (i) May 10, 2024 and (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full upon the earlier to occur of (i) May 10, 2024 and (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full upon the earlier to occur of (i) May 10, 2024 and (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service at such time.

Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the one year anniversary of Vesting Commencement Date (December 1, 2022). Thereafter, the remaining sixty-seven percent (67%) of the Stock Options shall vest and become exercisable in 24 equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Reporting Person continues to have a Service Relationship with the Company on each vesting date.

Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the one year anniversary of Vesting Commencement Date (December 1, 2022). Thereafter, the remaining sixty-seven percent (67%) of the Stock Options shall vest and become exercisable in 24 equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Reporting Person continues to have a Service Relationship with the Company on each vesting date.

Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the one year anniversary of Vesting Commencement Date (December 1, 2022). Thereafter, the remaining sixty-seven percent (67%) of the Stock Options shall vest and become exercisable in 24 equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Reporting Person continues to have a Service Relationship with the Company on each vesting date.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.12 to $1.1761, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

The shares subject to this option shall vest and become exercisable in full upon the earlier to occur of (i) June 22, 2023 and (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full upon the earlier to occur of (i) June 22, 2023 and (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service at such time.

The shares subject to this option shall vest and become exercisable in full upon the earlier to occur of (i) June 22, 2023 and (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service at such time.

Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the first anniversary of the Vesting Commencement Date (February 1, 2022). Thereafter, the remaining Stock Options shall vest and become exercisable in twenty-four (24) equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Reporting Person continues to have a Service Relationship with the Company on each vesting date.

Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date (February 1, 2022). Thereafter, the remaining sixty-six percent (66%) of the Stock Options shall vest and become exercisable in 24 equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Reporting Person continues to have a Service Relationship with the Company on each vesting date.

Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the one year anniversary of Vesting Commencement Date (February 1, 2022). Thereafter, the remaining sixty-seven percent (67%) of the Stock Options shall vest and become exercisable in 24 equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Reporting Person continues to have a Service Relationship with the Company on each vesting date.

Thirty-three percent (33%) of the Stock Options shall vest and become exercisable on the one year anniversary of Vesting Commencement Date (February 1, 2022). Thereafter, the remaining sixty-six percent (66%) of the Stock Options shall vest and become exercisable in 24 equal monthly installments on the last day of each such month following the first anniversary of the Vesting Commencement Date, provided the Reporting Person continues to have a Service Relationship with the Company on each vesting date.