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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-295481

PROSPECTUS

Up to 1,533,334 Shares of Common Stock

TransCode Therapeutics, Inc.

This prospectus relates to the resale from time to time by YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville” or the “Selling Stockholder”), of up to 1,533,334 shares of our Common Stock, par value $0.0001 per share (“Common Stock”).

The shares of Common Stock to which this prospectus relates consists of shares that we have issued and may, in our discretion, elect to issue and sell to the Selling Stockholder from time to time, pursuant to a Standby Equity Purchase Agreement we entered into with the Selling Stockholder on April 6, 2026 (the “SEPA”). Such shares of Common Stock include (i) up to 750,000 shares of Common Stock that may be issued to the Selling Stockholder upon conversion by the Selling Stockholder of convertible promissory notes (the “Convertible Notes,”) issued to or to be issued to the Selling Stockholder pursuant to the SEPA (the “Conversion Shares”), (ii) up to 750,000 shares of Common Stock that may be issued to the Selling Stockholder upon issuance of advances (the “Advances”) under the SEPA in our sole discretion following an Advance Notice (as defined below) (the “Advance Shares”), and (iii) 33,334 shares of Common Stock we issued to the Selling Stockholder as consideration for its commitment to purchase shares of Common Stock that we may, in our sole discretion, direct the Selling Stockholder to make, from time to time after the date of this prospectus, pursuant to the SEPA (the “Commitment Shares”).

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholder. However, prior to the date of this prospectus we received gross proceeds of $950,000 from the sale of a Convertible Note, and may receive up to an additional $4,750,000 aggregate gross proceeds from the sale of an additional Convertible Note and up to $14,000,000 aggregate gross proceeds from sales of Common Stock we may elect to make to Yorkville pursuant to the SEPA. See “The Standby Equity Purchase Agreement” for a description of the SEPA and “Selling Stockholder” for additional information regarding Yorkville.

The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. Information about how the Selling Stockholder may sell or otherwise dispose of the shares is described in this prospectus under the caption “Plan of Distribution.” The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of shares of Common Stock and any discounts, commissions, or concessions received by the Selling Stockholder are deemed to be underwriting discounts and commissions under the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement.

We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholder will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for sales of these shares of Common Stock.

Tungsten Partners LLC d/b/a Tungsten Advisors (through its Broker-Dealer, Finalis Securities LLC) (the “Placement Agent”) acted as the sole placement agent for the SEPA. We have agreed to pay the Placement Agent a placement fee equal to 8% of the aggregate principal amount of the Convertible Notes and 4% of the aggregate purchase price of any Advance Shares when and if purchased by Yorkville pursuant to the SEPA.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “RNAZ”. On June 8, 2026, closing price of our Common Stock on The Nasdaq Capital Market was $5.09 per share.

We are an emerging growth company and a smaller reporting company as defined under federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 22 of this prospectus, and under similar headings in any amendment or supplements to this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 8, 2026

	About this Prospectus					i
	Cautionary Statement Regarding Forward-Looking Statements					ii
	Prospectus Summary					1
	The Offering					14
	The Standby Equity Purchase Agreement					16
	Risk Factors					22
	Use Of Proceeds					24
	Dividend Policy					24
	Description Of Securities					25
	Determination Of Offering Price					33
	Selling Stockholder					34
	Plan Of Distribution					36
	Experts					38
	Legal Matters					38
	Incorporation by Reference; Where You Can Find More Information					38