Amendment to Schedule 13D for TransCode Therapeutics, Inc.

This Amendment No.1 to the Schedule 13D filed by TransCode Therapeutics, Inc. on October 16, 2025, updates the disclosure regarding the Contingent Value Rights Agreement (CVR Agreement) and the Amended and Restated Certificate of Designation. The CVR Agreement, effective October 8, 2025, entitles each holder of Common Stock as of October 20, 2025, to one contractual contingent value right (CVR) for each share held. The CVRs entitle holders to 50% of the Net Proceeds from any Upfront Payment or Milestone Payment received by the company in a given calendar quarter. The Amended and Restated Certificate of Designation, filed on October 27, 2025, clarifies the issuance limitations of Common Stock and removes the conversion option for Preferred Stock in the event of a delisting from Nasdaq. The amendment does not issue additional securities.