SEC Form SC 13G filed by TransCode Therapeutics Inc.

Securities and Exchange Commission

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

TransCode Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89357L204

(CUSIP Number)

September 26, 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:

*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).

TransCode Therapeutics, Inc., a Delaware corporation (the “Issuer”)

6 Liberty Square, #2382, Boston, MA 02109

This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.

4747 Executive Drive, Suite 210, San Diego, CA 92121

Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

Common Stock, par value $0.0001 per share (the “Common Stock”)

Tang Capital Partners. Tang Capital Partners beneficially owns 354,700 shares of the Issuer’s Common Stock.

Tang Capital Partners owns 11,410,000 of the Issuer’s Pre-Funded Warrants (as described in the Issuer’s Registration Statement filed on Form S-1 with the Securities and Exchange Commission on September 26,2023).

Each Pre-Funded Warrant is exercisable for one share of the Issuer’s Common Stock and is immediately exercisable. Tang Capital Partners may not exercise any portion of the Warrants for shares of Common Stock if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity whose beneficial ownership of Common Stock would be aggregated with Tang Capital Partners for purposes of Section 13(d) of the Act, would own more than 9.99% of the Issuer’s outstanding shares of Common Stock after exercise.

The foregoing limitations remain in effect with respect to the Warrants, and, accordingly, zero shares are currently issuable upon exercise of the Warrants.

Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

Tang Capital Management. Tang Capital Management beneficially owns 354,700 shares of the Issuer’s Common Stock.

Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

Kevin Tang. Kevin Tang beneficially owns 354,700 shares of the Issuer’s Common Stock.

Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

The percentages used herein are based on 3,550,551 shares of Common Stock outstanding.

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 five percent of the class of securities, check the following: o

Not applicable

Not applicable.

Not applicable.

Not applicable.

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.

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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