Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D 0002062715 XXXXXXXX LIVE Common Stock, par value $0.0001 per share 03/07/2025 false 0001829635 89357L402 Transcode Therapeutics, Inc. 6 Liberty Square #2382 Boston MA 02109 Garrett F. Bishop (414) 319-7024 777 East Wisconsin Avenue Milwaukee WI 53202 0002062715 Thomas Joseph Tracy PF X1 35000 0 35000 0 35000 N 5 IN Percent of class is calculated based on 696,249 shares of Common Stock outstanding as of December 17, 2024, as reported by the Issuer in its Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the "SEC") on December 30, 2024. The percentage of ownership reported was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended. Common Stock, par value $0.0001 per share Transcode Therapeutics, Inc. 6 Liberty Square #2382 Boston MA 02109 This Schedule 13D is being filed by Thomas J. Tracy (the "Reporting Person"). The address of the Reporting Person is 5102 Hartridge Way, Greensboro, North Carolina 27407. The Reporting Person is an investor. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Person is a citizen of the United States of America. The source of funds for the acquisition of the holdings set forth in this Schedule 13D was the Reporting Person's personal finances in the amount of approximately $55,600. The original purpose of the transactions that occasioned this filing was an investment by the Reporting Person in the ordinary course of his business and with neither the purpose nor effect of changing or influencing the control of the Issuer, nor in connection with or as a participant in any transaction having such purpose or effect. As of March 10, 2025, however, the Reporting Person determined to initiate discussions with management and the Board of the Issuer concerning ways to create shareholder value through a discussion of an adoption of a more decisive and long-term commercialization and fundraising approach to bring the Issuer's candidate to the market while reducing reliance on short-term higher-cost funding of operations. Such discussions may include a future presentation to the Board and/or management. Such discussions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. The Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances and reflecting his overall investment posture. Other than as described above and elsewhere in this Schedule 13D, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Person may change his purpose or formulate plans or proposals with respect thereto at any time. 35,000 shares of Common Stock (5.0%) by the Reporting Person. 35,000 shares of Common Stock (5.0%) by the Reporting Person (sole power to vote and dispose). The Reporting Persons made the following purchases (and no sales) of Common Stock in the past sixty days: Trade Date - # of Shares Purchased - Price Per Share - Where & How Transaction Effected 03/07/2025 - 2,500 - $1.57 - Open Market Transaction 03/07/2025 - 2,500 - $1.61 - Open Market Transaction 03/07/2025 - 2,500 - $1.57 - Open Market Transaction 03/07/2025 - 2,500 - $1.61 - Open Market Transaction 03/07/2025 - 2,000 - $1.57 - Open Market Transaction 03/07/2025 - 2,500 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.60 - Open Market Transaction 03/07/2025 - 2,500 - $1.56 - Open Market Transaction 03/07/2025 - 2,500 - $1.62 - Open Market Transaction 03/07/2025 - 3,000 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.60 - Open Market Transaction 03/07/2025 - 2,500 - $1.60 - Open Market Transaction None. Not applicable. None. None. Thomas Joseph Tracy /s/ Thomas Joseph Tracy Thomas Joseph Tracy 03/20/2025