TransCode pays down $840,975 to Yorkville after convertible notes breach floor price

TransCode Therapeutics disclosed in an 8-K filed for an October 1, 2026 event that it executed a waiver with Yorkville tied to convertible promissory notes issued under a prior financing arrangement.

As previously disclosed by TransCode in an April 7, 2026 Form 8-K, the company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., known as Yorkville, dated April 6, 2026, giving TransCode the right to sell Yorkville up to $14 million of common stock.¹ In connection with that agreement, Yorkville also agreed to advance TransCode up to $6.0 million, less certain amounts, in two tranches, in exchange for convertible promissory notes.¹

Under the notes, an "Amortization Event" occurs if the daily volume-weighted average price of the common stock falls below a $1.72 floor price for five trading days within a seven-day window.¹ Between September 11 and September 30, 2026, the stock traded below that floor price on 10 of 14 trading days.¹

On October 1, 2026, TransCode and Yorkville executed a waiver under which the company agreed to prepay $840,975, consisting of $759,000 in outstanding principal, a $75,900 prepayment premium, and $6,075 of accrued interest.¹ In exchange, Yorkville agreed to waive any Amortization Event that may have occurred through September 30, 2026, and to waive any that may occur through October 31, 2026.¹ TransCode made the prepayment on October 1, 2026, leaving approximately $4.1 million in aggregate principal outstanding under the convertible notes.¹

Had an Amortization Event not been waived, TransCode would have owed monthly payments combining 18% of outstanding principal, 10% of the principal portion being repaid, and accrued interest, continuing until the notes were fully repaid or the stock traded above the floor price for 10 consecutive days.¹