Transcode Therapeutics, Inc. 8-K filed 2026-09-11

Transcode Therapeutics, Inc. (Nasdaq: RNAZ), a Delaware-incorporated emerging growth company classified under Pharmaceutical Preparations, filed this 8-K on 2026-09-11 under Item 5.02. It reports that Thomas A. Fitzgerald, M.B.A. resigned as Chief Financial Officer, principal financial officer, principal accounting officer and director, effective September 9, 2026. The filing states the Board resignation was not the result of any disagreement with the Company on its operations, policies or practices. The reason for the resignation is not in the filing excerpt. Under a Separation and Transition Services Agreement, severance totals up to $1,250,000: a lump sum of $416,666.67 within 10 days of the Effective Date, $416,666.67 in equal monthly installments over 12 months, and a Third Payment of up to $416,666.67 tied to funding. At least $5.0 million of Qualified Funding before the Anniversary triggers 50% of the Third Payment and 50% of unpaid installments, and $10.0 million triggers the full remaining amounts. If neither threshold is reached, the full Third Payment is paid after the Anniversary. Qualified Funding generally includes gross funding from any source. Outstanding equity awards fully vest with extended exercise periods, and Mr. Fitzgerald receives an option on 185,000 shares at the Separation Date closing price, vesting monthly over 12 months with acceleration at the funding thresholds or a sale event. The Company also pays COBRA premiums for up to 12 months, and Mr. Fitzgerald provides up to 20 hours of transitional services in September 2026 without additional compensation. John Tattory, aged 61, was appointed Interim Chief Financial Officer effective September 9, 2026, serving as a consultant through Stout Risius Ross, LLC at an hourly rate. Mr. Tattory is a Managing Director at Stout and previously held CFO positions at Windtree Therapeutics, Inc. and Cerapedics, Inc. For a reader, the notable point is that severance timing is written around the Company reaching $5.0 million and $10.0 million funding thresholds. The hourly rates, the Effective Date itself, and the option's dollar exercise price are not in the filing excerpt.