TransCode Therapeutics files 8-K reporting Yorkville amortization waiver

TransCode Therapeutics, Inc. (RNAZ) filed a Form 8-K with the Securities and Exchange Commission on October 1, 2026, reporting the execution of a waiver with YA II PN, Ltd. that avoids mandatory monthly amortization payments on its convertible promissory notes. The company made a prepayment of $840,975 to Yorkville, a Cayman Islands exempt limited partnership, in accordance with Section 1(f) of the notes issued in connection with a Standby Equity Purchase Agreement dated April 6, 2026.

The waiver was necessitated by the stock price performance of TransCode Therapeutics common stock. Under the terms of the convertible notes, an "Amortization Event" is triggered if the daily volume-weighted average price (VWAP) of the stock falls below a $1.72 "Floor Price" for five trading days within any seven consecutive trading days. Between September 11, 2026, and September 30, 2026, the daily VWAP remained below this threshold for 10 of the 14 trading days in that period.

The $840,975 prepayment consists of $759,000 in outstanding principal, a $75,900 prepayment premium, and $6,075 in accrued interest. In exchange for this payment, Yorkville agreed to waive any Amortization Event deemed to have occurred on or before September 30, 2026, as well as any such event that may occur through October 31, 2026.

Following the prepayment, the aggregate principal amount outstanding under the convertible notes stands at approximately $4.1 million. This debt was originally issued as part of an arrangement allowing Yorkville to advance up to $6.0 million to TransCode Therapeutics in two tranches. The SEPA also grants TransCode Therapeutics the right to sell Yorkville up to $14 million of its common stock.

If an Amortization Event had not been waived, TransCode Therapeutics would have been obligated to make monthly payments to Yorkville starting on the seventh trading day after the event date. These payments would have included 18% of the outstanding principal at the time of the event, plus 10% of the principal amount being paid in respect of that event, and all accrued and unpaid interest. Such payments would have continued until the entire outstanding principal was repaid or until the daily VWAP exceeded the Floor Price for 10 consecutive trading days.

The company previously disclosed the initial SEPA and convertible note arrangement in a Form 8-K filed with the Securities and Exchange Commission on April 7, 2026. TransCode Therapeutics is incorporated in Delaware and has its principal executive offices in Boston, Massachusetts. The company is listed on the Nasdaq Capital Market and has designated itself as an emerging growth company.