Transcode Therapeutics, Inc. (RNAZ) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: April 30, 2026

Risk Assessment Details

Potential Dilution: 3377.26% of current shares
Recent Dilution: 2392.21% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
920K
Potential Supply
31M
Additional shares possible
Splits
2 Splits 2 Reverse
Past 2 years

Summary

RNAZ currently has 917K outstanding shares. with significant dilution risk as 31M authorized shares could dilute existing holders by 3377.3%. The company has significantly diluted shareholders by 2392.21% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 2 stock splits (positive for accessibility) and 2 reverse splits (concerning signal).

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
Apr 30, 2026

S-3 filing: This prospectus relates to the possible resale or other disposition from time to time by the selling stockholders named in this prospectus of up to an aggregate of 15,955,543 shares of our Common Stock.

920K 31M
Apr 15, 2026

10-K filing | 0.9M shares outstanding

920K 15M
Apr 07, 2026

8-K filing: TransCode Therapeutics, Inc. entered into a Standby Equity Purchase Agreement with YA II PN, LTD, allowing the company to sell up to $14 million of common stock. The company also issued shares of Series A Preferred Stock as a payment-in-kind dividend.

920K 15M
Dec 12, 2025

S-3 filing: Transcode Therapeutics, Inc. intends to offer up to $150,000,000 in aggregate principal amount of common stock, preferred stock, debt securities, warrants and/or units through a shelf registration on Form S-3.

920K 15M
Nov 14, 2025

10-Q filing | 0.8M shares outstanding

830K 620K
Oct 08, 2025

8-K filing: TransCode Therapeutics, Inc. acquired ABCJ, LLC and issued common stock and preferred stock to DEFJ, LLC. DEFJ also agreed to purchase additional shares of Series B Preferred Stock for approximately $25 million. ($25.0M proceeds)

830K 620K
Aug 14, 2025

10-Q filing | 0.8M shares outstanding

830K 620K
May 15, 2025
Stock Split

8-K filing: Stock split 1-for-28 | Outstanding: 1,029,095 → 833,620

830K 620K
May 14, 2025

10-Q filing | 23.3M shares outstanding

23M 17M
Apr 15, 2025

10-K filing | 1.0M shares outstanding

1M 17M
Mar 25, 2025

8-K filing: TransCode Therapeutics, Inc. entered into a Placement Agency Agreement with ThinkEquity LLC to issue and sell 10,250,000 shares of common stock and 10,250,000 Common Warrants at $0.98 per share, with gross proceeds of approximately $10 million expected. ($10.05M proceeds)

700K 17M
Dec 06, 2024

S-1 filing: This prospectus relates to the resale by the selling stockholders of shares of common stock, shares of common stock issuable upon exercise of pre-funded warrants, and common shares underlying Series C and Series D warrants.

700K 17M
Dec 04, 2024
Stock Split

8-K filing: Stock split 1-for-33 | Outstanding: 17,265,658 → 696,233

700K 450K
Dec 02, 2024

8-K filing: TransCode Therapeutics, Inc. closed a private placement on December 2, 2024, issuing 5,710,000 shares of common stock and 15,510,160 pre-funded warrants, along with Series C and Series D warrants, for gross proceeds of approximately $8 million. ($7.99M proceeds)

17M 15M
Nov 14, 2024

10-Q filing | 17.3M shares outstanding

17M 15M
Aug 14, 2024

10-Q filing | 7.1M shares outstanding

7.1M 15M
Jul 24, 2024

8-K filing: TransCode Therapeutics, Inc. entered into a Placement Agency Agreement with ThinkEquity LLC to issue and sell 10,000,000 shares of common stock at $0.30 per share in a best efforts public offering, expected to close on July 24, 2024, with gross proceeds of $3.0 million before deducting fees and expenses. ($3.0M proceeds)

5.8M 15M
May 15, 2024

10-Q filing | 5.8M shares outstanding

5.8M 15M
Apr 01, 2024

10-K filing | 0.6M shares outstanding

630K 15M
Jan 22, 2024

8-K filing: TransCode Therapeutics, Inc. closed a public offering on January 22, 2024, selling 5,942,623 shares of common stock (or common stock equivalent) along with warrants to purchase 11,885,246 shares of common stock, at a price of $1.22 per share for gross proceeds of approximately $7.25 million. ($0.0M proceeds)

630K 15M
Jan 18, 2024

S-1/A filing: TransCode Therapeutics, Inc. is offering up to 3,472,222 shares of its common stock together with common stock purchase warrants to purchase up to 6,944,444 shares of common stock, or the common stock purchase warrants and pre-funded warrants to purchase shares of common stock, or the pre-funded warrants.

630K 15M
Jan 17, 2024

S-1/A filing: TransCode Therapeutics, Inc. is offering up to 1,500,000 shares of its common stock together with common stock purchase warrants to purchase up to 1,500,000 shares of common stock, or the common stock purchase warrants, and is also registering up to 3,090,000 shares of common stock issuable upon exercise of the common stock purchase warrants, pre-funded warrants and placement agent warrants pursuant to this prospectus.

630K 2.2M
Jan 16, 2024
Stock Split

8-K filing: Stock split 1-for-40 | Outstanding: 627,440 → 627,448

630K 740K
Jan 11, 2024

S-1 filing: TransCode Therapeutics, Inc. is offering up to 1,266,892 shares of its common stock together with common stock purchase warrants to purchase up to 1,266,892 shares of common stock, or the common stock purchase warrants, as well as pre-funded warrants to certain purchasers, and placement agent warrants.

630K 30M
Dec 04, 2023

8-K filing: TransCode Therapeutics, Inc. completed a registered direct offering of 5,000,000 shares of common stock at $0.242 per share, resulting in gross proceeds of $1.21 million before deducting fees and expenses; also issued warrants to the placement agent to purchase 300,000 shares of common stock at an exercise price of $0.3025 per share. ($1.21M proceeds)

11M 26M
Nov 14, 2023

10-Q filing | 10.7M shares outstanding

11M 26M
Sep 28, 2023

8-K filing: TransCode Therapeutics, Inc. closed a public offering of 700,000 shares of common stock and pre-funded warrants to purchase 16,163,000 shares of common stock, with gross proceeds of approximately $8.5 million, and issued Underwriter's Warrants to purchase 843,150 shares of common stock.

2M 26M
Sep 25, 2023

S-1/A filing: TransCode Therapeutics, Inc. is offering 11,479,408 shares of its common stock on a firm commitment basis and pre-funded warrants to purchase common stock.

2M 26M
Sep 11, 2023

S-1/A filing: TransCode Therapeutics, Inc. is offering 8,700,000 shares of its common stock and pre-funded warrants.

2M 31M
Aug 29, 2023

S-1 filing: TransCode Therapeutics, Inc. is offering shares of its common stock and pre-funded warrants. The common stock is listed on the Nasdaq Capital Market under the symbol "RNAZ." The last reported sale price of the common stock on August 28, 2023 was $1.67 per share.

2M 14M
Aug 14, 2023

10-Q filing | 2.0M shares outstanding

2M 14M
Jun 08, 2023

8-K filing: TransCode Therapeutics, Inc. entered into a Securities Purchase Agreement to sell 2,000,000 shares of common stock (or common stock equivalent) along with warrants at $3.50 per share for gross proceeds of approximately $7.0 million in a public offering expected to close on June 9, 2023. ($7.0M proceeds)

790K 14M
Jun 06, 2023

S-1/A filing: This S-1/A filing, dated 2023-06-06, details an offering of common stock and common stock purchase warrants. Up to 1,851,852 shares of common stock and warrants to purchase common stock. The company intends to use the net proceeds of this offering (i) to fund one or more clinical trials of TTX-MC138, our lead therapeutic candidate, including related IND enabling studies; (ii) to fund further research and development of our other therapeutic candidates; and (iii) for working capital and general corporate purposes.

790K 14M
Jun 05, 2023

S-1/A filing: This S-1/A filing registers common stock, common stock purchase warrants, and pre-funded warrants for sale, with the proceeds intended for clinical trials, research and development, and general corporate purposes.

790K 11M
May 22, 2023
Stock Split

8-K filing: Stock split 1-for-20 | Outstanding: 16,998,534 → 849,926

850K 8.3M
May 19, 2023

S-1 filing: This S-1 filing includes the offering of common stock, common stock purchase warrants, and pre-funded warrants for common stock.

17M 170M
May 15, 2023

10-Q filing | 14.4M shares outstanding

14M 170M
Apr 14, 2023

8-K filing: TransCode Therapeutics, Inc. entered into a Common Stock Purchase Agreement with White Lion Capital, LLC, allowing the Company to sell up to $1,081,307 of newly issued shares of common stock to White Lion, subject to certain conditions and limitations. ($1.08M proceeds)

13M 170M
Mar 31, 2023

10-K filing | 13.0M shares outstanding

13M 170M
Feb 01, 2023

S-1 filing: This S-1 filing describes an offering of common stock and pre-funded warrants with the intention to use the net proceeds to fund clinical trials, research and development, and for working capital and general corporate purposes.

13M 170M
Dec 13, 2022

S-3 filing: TransCode Therapeutics, Inc. intends to offer up to $150,000,000 in aggregate principal amount of its common stock, preferred stock, debt securities, warrants and/or units in one or more offerings.

13M 150M
Nov 30, 2022

S-1/A filing: TransCode Therapeutics, Inc. is offering 12,500,000 shares of common stock and up to 12,500,000 pre-funded warrants to purchase common stock.

13M 32M
Nov 28, 2022

S-1 filing: TransCode Therapeutics, Inc. is offering 12,500,000 shares of common stock and pre-funded warrants.

13M 32M
Nov 14, 2022

10-Q filing | 13.0M shares outstanding

13M 6.6M
Aug 15, 2022

10-Q filing | 13.0M shares outstanding

13M 6.6M
May 16, 2022

10-Q filing | 13.0M shares outstanding

13M 6.6M
Mar 31, 2022

10-K filing | 4.6M shares outstanding

4.6M 6.6M
Nov 15, 2021

10-Q filing | 4.6M shares outstanding

4.6M 6.6M
Aug 23, 2021

10-Q filing | 4.6M shares outstanding

4.6M 6.6M
Jun 02, 2021

S-1/A filing: This is a firm commitment initial public offering of common stock of TransCode Therapeutics, Inc.

5.7M 6.6M
May 03, 2021

S-1/A filing: This is a firm commitment initial public offering of common stock of TransCode Therapeutics, Inc.

5.7M 6.6M
Apr 16, 2021

S-1/A filing: This is a firm commitment initial public offering of common stock of TransCode Therapeutics, Inc.

8.5M 2.9M
Apr 08, 2021

S-1/A filing: This S-1/A filing registers the offering of common stock and warrants.

5.7M 2.9M
Mar 24, 2021

S-1/A filing: This is a firm commitment initial public offering of common stock of TransCode Therapeutics, Inc.

5.7M 2.9M
Feb 26, 2021

S-1 filing: This is a firm commitment initial public offering of common stock of TransCode Therapeutics, Inc.

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