Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
16 February 2024 - 8:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
TransCode Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
89357L303
(CUSIP Number)
December 31, 2023
(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)
þ Rule
13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 89357L303 |
SCHEDULE
13G |
Page
2 of 5 Pages |
|
|
|
|
|
|
|
1. |
|
NAMES
OF REPORTING PERSONS
Zdravka Medarova |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨ (b)
¨
|
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
|
SOLE
VOTING POWER
112,077 (1) |
|
|
6. |
|
SHARED
VOTING POWER
0 |
|
|
7. |
|
SOLE
DISPOSITIVE POWER
112,077 (1) |
|
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,077 (1) |
10. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% (2) |
12. |
|
TYPE
OF REPORTING PERSON
IN |
(1) |
Consists of (i) 96,639 shares of Common Stock held directly by the Reporting Person and (ii) 15,438 shares issuable to the Reporting Person upon exercise of stock options exercisable within 60 days of December 31, 2023. The reported amounts do not reflect a 1-for-40 reverse split of the Issuer’s Common Stock effected on January 16, 2024. |
(2) |
Percentage ownership is calculated based on (i) 25,097,596 shares of Common Stock outstanding as of December 31, 2023, plus (ii) 15,438 shares of Common Stock underlying stock options held by the Reporting Person that are exercisable within 60 days of December 31, 2023, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). |
CUSIP
No. 89357L303 |
SCHEDULE
13G |
Page
3 of 5 Pages |
Item 1. |
|
Issuer |
|
|
|
|
(a) |
Name
of Issuer: |
|
|
|
|
|
TransCode
Therapeutics, Inc. (the “Issuer”) |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
|
|
6 Liberty Square, #2382
Boston, MA 02109 |
|
|
|
Item
2. |
|
Filing
Person |
|
|
|
|
(a)
– (c) |
Name of Persons Filing; Address; Citizenship:
This statement on Schedule 13G is filed by Zdravka Medarova
(the “Reporting Person”), a citizen of the United States of America. The principal business address of the Reporting
Person is c/o TransCode Therapeutics, Inc., 6 Liberty Square, #2382, Boston, MA 02109. |
|
|
|
|
(d) |
Title
of Class of Securities: |
|
|
|
|
|
Common
Stock, par value $0.0001 per share |
|
|
|
|
(e) |
CUSIP Number:
89357L303 |
|
|
Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
|
|
|
|
|
(a) |
¨ |
Broker
or dealer registered under Section 15 of the Act; |
|
|
|
|
|
(b) |
¨ |
Bank
as defined in Section 3(a)(6) of the Act; |
|
|
|
|
|
(c) |
¨ |
Insurance
company as defined in Section 3(a)(19) of the Act; |
|
|
|
|
|
(d) |
¨ |
Investment
company registered under Section 8 of the Investment Company Act of 1940; |
|
|
|
|
|
(e) |
¨ |
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
¨ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
¨ |
A
parent holding company or control person in accordance with Rule 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; |
|
|
|
|
|
(j) |
¨ |
A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
¨ |
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
|
|
|
|
|
|
CUSIP
No. 89357L303 |
SCHEDULE
13G |
Page
4 of 5 Pages |
Item 4. |
Ownership. |
|
|
|
|
(a) and (b) |
Amount beneficially owned; Percent of class:
|
|
|
As of December 31, 2023, the Reporting Person beneficially owned an aggregate of 112,077 shares of Common Stock, which consisted of (i)
96,639 shares of Common Stock held directly by the Reporting Person and (ii) 15,438 shares of Common Stock issuable to the Reporting Person
upon exercise of stock options exercisable within 60 days of December 31, 2023, representing approximately 0.4% of the outstanding shares
of Common Stock. The percent of class was calculated based on (i) 25,097,596 shares of Common Stock outstanding as of December 31, 2023,
plus (ii) 15,438 shares of Common Stock underlying stock options held by the Reporting Person that are exercisable within 60 days of December
31, 2023, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). The reported amounts do not reflect a 1-for-40 reverse split
of the Issuer’s Common Stock effected on January 16, 2024. |
|
|
|
|
(c) |
Number of shares as to which such person has: |
|
|
| |
Number
of Shares of Common Stock | |
|
Reporting Person | |
(i) | |
(ii) | |
(iii) | |
(iv) | |
|
Zdravka
Medarova | |
| 112,077 | |
| 0 | |
| 112,077 | |
| 0 | |
|
(i) |
Sole power to vote or direct the vote |
|
(ii) |
Shared power to vote or to direct the vote |
|
(iii) |
Sole power to dispose or to direct the disposition of |
|
(iv) |
Shared power to dispose or to direct the disposition of |
Item 5. |
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following: x |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable. |
|
|
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. |
|
|
Item 8. |
Identification and Classification of Members of the Group.
Not applicable. |
|
|
Item 9. |
Notice of Dissolution of Group.
Not applicable. |
|
|
Item 10. |
Certification.
Not applicable. |
CUSIP
No. 89357L303 |
SCHEDULE
13G |
Page
5 of 5 Pages |
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.
Date: February 15, 2024
/s/
Thomas A. Fitzgerald, as Attorney-in-Fact |
|
ZDRAVKA MEDAROVA |
|
TransCode Therapeutics (NASDAQ:RNAZ)
Historical Stock Chart
From Apr 2024 to May 2024
TransCode Therapeutics (NASDAQ:RNAZ)
Historical Stock Chart
From May 2023 to May 2024