Form SCHEDULE 13G Transcode Therapeutics, Filed by: YA II PN, Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TransCode Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
04/15/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
YA II PN, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Standby Equity Purchase Agreement entered into on April 6, 2026 (the "Purchase Agreement") between YA II PN, Ltd. ("YA II") and TransCode Therapeutics, Inc. (the "Issuer"), YA II purchased a convertible promissory note on April 15, 2026 (the "Convertible Note") which may be converted by YA II, from time to time, into shares of Common Stock, par value $0.0001 per share ("Common Stock"), and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any shares of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
YA Global Investments II (U.S.), LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Yorkville Advisors Global, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Yorkville Advisors Global II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
YAII GP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
YAII GP II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Mark Angelo | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
SC-Sigma Global Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Pursuant to the Purchase Agreement, YA II purchased Convertible Note which may be converted by YA II, from time to time, into shares of Common Stock and may acquire additional shares of Common Stock in accordance with the Purchase Agreement. YA II is prohibited from acquiring any share of Common Stock pursuant to the Purchase Agreement or the Convertible Note which when aggregated with all other shares of Common Stock then owned by YA II and its affiliates, would result in the beneficial ownership by YA II and its affiliates to exceed 9.99% of the Common Stock outstanding.
Calculation based on 1,018,740 shares of Common Stock, consisting of 916,968 shares of Common Stock outstanding as of April 3, 2026, plus an additional 101,772 shares of Common Stock that YA II may receive upon conversion of the Convertible Note.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TransCode Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
6 Liberty Square, #2382 Boston, MA, 02109 | |
| Item 2. | ||
| (a) | Name of person filing:
YA II PN, Ltd. | |
| (b) | Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092 | |
| (c) | Citizenship:
Cayman Islands | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
101,772 | |
| (b) | Percent of class:
9.9 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
101,772 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
101,772 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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