{"url_path":"/sec/rnaz/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-062535-index.html","accession_number":"0001104659-26-062535","cik":"0001829635","ticker":"RNAZ","issuer_name":"Transcode Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-062535-index.html","primary_entity_key":"0001829635","primary_entity_name":"Transcode Therapeutics, Inc."},"word_count":1018,"has_tables":true,"body_markdown":"ITEM 6. Exhibits\n\n3.1\n\n[Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).](https://www.sec.gov/Archives/edgar/data/1829635/000110465921029169/tm2038085d6_ex3-3.htm)\n\n​\n\n​\n\n​\n\n3.2\n\n[Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024).](https://www.sec.gov/Archives/edgar/data/1829635/000141057824000413/rnaz-20231231xex3d2.htm)\n\n​\n\n​\n\n​\n\n3.3\n\n[Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on January 16, 2024).](https://www.sec.gov/Archives/edgar/data/1829635/000110465924004094/tm243329d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.4\n\n​\n\n[Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on November 29, 2024).](https://www.sec.gov/Archives/edgar/data/1829635/000110465924124097/tm2429720d2_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.5\n\n​\n\n[Certificate of Amendment to Amended and Restated Certificate of Incorporation of TransCode Therapeutics Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2025)](https://www.sec.gov/Archives/edgar/data/1829635/000110465925044596/tm2514038d1_ex3-1.htm).\n\n​\n\n​\n\n​\n\n3.6\n\n​\n\n[Amended and Restated Bylaws of TransCode Therapeutics, Inc. (Incorporated by reference to Exhibit 3.5 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed on April 8, 2021 (File No. 333-253599)).](https://www.sec.gov/Archives/edgar/data/1829635/000110465921029169/tm2038085d6_ex3-5.htm)\n\n​\n\n​\n\n​\n\n3.7\n\n​\n\n[Amendment No. 1 to the Amended and Restated Bylaws of TransCode Therapeutics, Inc., effective as of December 8, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 8, 2023).](https://www.sec.gov/Archives/edgar/data/1829635/000110465923124739/tm2332527d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.8\n\n​\n\n[Amended and Restated Certificate of Designation of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated October 27, 2025 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 27, 2025).](https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/tm2529461d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.9\n\n​\n\n[Certificate of Designation of Series C Non-Voting Convertible Preferred Stock of TransCode Therapeutics, Inc., dated March 2, 2026 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 3, 2026).](https://www.sec.gov/Archives/edgar/data/1829635/000110465926022837/tm267831d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n4.1\n\n​\n\n[Form of Common Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 25, 2025).](https://www.sec.gov/Archives/edgar/data/1829635/000110465925027565/tm2510166d1_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.2\n\n​\n\n[Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on March 25, 2025).](https://www.sec.gov/Archives/edgar/data/1829635/000110465925027565/tm2510166d1_ex4-2.htm)\n\n​\n\n​\n\n​\n\n4.3\n\n​\n\n[Registration Rights Agreement dated October 8, 2025, by and between TransCode Therapeutics, Inc. and DEFJ, LLC (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2025).](https://www.sec.gov/Archives/edgar/data/1829635/000110465925097799/tm2528282d1_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.4\n\n​\n\n[Form of Convertible Promissory Notes issued to YA II PN, Ltd. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 7, 2026).](https://www.sec.gov/Archives/edgar/data/0001829635/000110465926040171/tm2611272d1_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.5\n\n​\n\n[Registration Rights Agreement, dated as of April 6, 2026, by and between TransCode Therapeutics, Inc. and YA II PN, Ltd. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 7, 2026).](https://www.sec.gov/Archives/edgar/data/1829635/000110465926040173/tm2611272d2_ex4-2.htm)\n\n​\n\n​\n\n​\n\n64\n\n[Table of Contents](#TOC)\n\n4.6\n\n​\n\n[Equity Issuance and Registration Rights Agreement by and between TransCode Therapeutics, Inc. and Unleash Immuno Oncolytics, Inc., dated March 2, 2026 (Incorporated by reference herein from Exhibit 4.22 to the Company’s Annual Report on Form 10-K, filed on April 15, 2026).](https://www.sec.gov/Archives/edgar/data/1829635/000110465926043810/rnaz-20251231xex4d22.htm)\n\n​\n\n​\n\n​\n\n10.1\n\n​\n\n[Standby Equity Purchase Agreement, dated as of April 6, 2026, between TransCode Therapeutics, Inc. and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 7, 2026).](https://www.sec.gov/Archives/edgar/data/0001829635/000110465926040171/tm2611272d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n31.1*\n\n​\n\n[Certification of principal executive officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended](rnaz-20260331xex31d1.htm).\n\n​\n\n​\n\n​\n\n31.2*\n\n​\n\n[Certification of principal financial officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended](rnaz-20260331xex31d2.htm).\n\n​\n\n​\n\n​\n\n32.1**\n\n​\n\n[Certification of principal executive officer pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code](rnaz-20260331xex32d1.htm).\n\n​\n\n​\n\n​\n\n32.2**\n\n​\n\n[Certification of principal financial officer pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code](rnaz-20260331xex32d2.htm).\n\n​\n\n​\n\n​\n\n101.INS*\n\n​\n\nInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.\n\n​\n\n​\n\n​\n\n101.SCH*\n\n​\n\nInline XBRL Taxonomy Extension Schema document.\n\n​\n\n​\n\n​\n\n101.CAL*\n\n​\n\nInline XBRL Taxonomy Extension Calculation Linkbase document.\n\n​\n\n​\n\n​\n\n101.DEF*\n\n​\n\nInline XBRL Taxonomy Extension Definition Linkbase document.\n\n​\n\n​\n\n​\n\n101.LAB*\n\n​\n\nInline XBRL Taxonomy Extension Label Linkbase document.\n\n​\n\n​\n\n​\n\n101.PRE*\n\n​\n\nInline XBRL Taxonomy Extension Presentation Linkbase document.\n\n​\n\n​\n\n​\n\n104\n\n​\n\nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).\n\n​\n\n*\n\nFiled herewith.\n\n**\n\nThis certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.\n\n​\n\n65\n\n[Table of Contents](#TOC)\n\n​\n\n**SIGNA****TURES**\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\n​\n\n**TRANSCODE THERAPEUTICS, INC.**\n\n​\n\n​\n\nDate: May 15, 2026\n\n/s/ Philippe P. Calais\n\nPhilippe P. Calais\n\nChief Executive Officer\n\n(Principal Executive Officer)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n66"}