{"url_path":"/sec/rnaz/8-k/2026-09-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-107115-index.html","accession_number":"0001104659-26-107115","cik":"0001829635","ticker":"RNAZ","issuer_name":"Transcode Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829635/0001104659-26-107115-index.html","primary_entity_key":"0001829635","primary_entity_name":"Transcode Therapeutics, Inc."},"word_count":1064,"has_tables":true,"body_markdown":"**Item\n5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements\nof Certain Officers.**\n\n \n\n*Departure of Chief Financial Officer, Principal\nFinancial Officer, Principal Accounting Officer and Director*\n\n \n\nOn September 10, 2026, TransCode Therapeutics,\nInc. (the “Company”) announced that Thomas A. Fitzgerald, M.B.A. had resigned as Chief Financial Officer, principal financial\nofficer and principal accounting officer of the Company, and as a member of the Board of Directors of the Company (the “Board”),\nas well as from all other officer and director positions he held with the Company and any of its subsidiaries, in each case effective\nas of September 9, 2026 (the “Separation Date”). Mr. Fitzgerald’s decision to resign from the Board was not the result\nof any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.\n\n \n\nIn connection with Mr. Fitzgerald’s resignation,\nMr. Fitzgerald and the Company entered into a Separation and Transition Services Agreement (the “Separation Agreement”), pursuant\nto which the Company agreed to pay Mr. Fitzgerald severance payments totaling up to $1,250,000, which consists of (i) a lump sum cash\npayment of $416,666.67 payable within 10 days following the effective date as defined in the Separation Agreement (the “Effective\nDate”), (ii) an aggregate of $416,666.67 payable in equal monthly installments over the 12-month period following the Effective\nDate (the “Severance Period”) and (iii) up to an additional $416,666.67 (the “Third Payment”), subject to the\nfunding-related conditions described below.\n\n \n\nThe Third Payment will be paid as follows: (i)\nif neither funding threshold described below is achieved before the first anniversary of the Effective Date (the “Anniversary”),\nthe full Third Payment will be paid following the Anniversary; (ii) if the Company receives at least $5.0 million of Qualified Funding\n(as described below) before the Anniversary, the Company will pay 50% of the Third Payment and 50% of the then-unpaid monthly severance\ninstallments; (iii) if the Company receives at least $10.0 million of Qualified Funding before the Anniversary without previously achieving\nthe $5.0 million threshold, the Company will pay the full Third Payment and all then-unpaid monthly severance installments; and (iv) if\nthe Company achieves the $10.0 million threshold before the Anniversary after previously achieving the $5.0 million threshold, the Company\nwill pay the remaining 50% of the Third Payment and all then-unpaid monthly severance installments. “Qualified Funding” generally\nincludes gross funding received by the Company from any source.\n\n \n\nThe Separation Agreement also provides that, as\nof the Effective Date, subject to Mr. Fitzgerald’s compliance with the Separation Agreement, all outstanding equity awards held\nby Mr. Fitzgerald will become fully vested and the exercise period for any such equity awards will be extended through the end of the\noriginal full term of such awards. In addition, the Separation Agreement provides that the Company will grant to Mr. Fitzgerald on the\nSeparation Date an option to purchase 185,000 shares of the Company’s common stock at an exercise price equal to the closing price\nof the common stock on that date. The option will vest and become exercisable in equal monthly installments over the 12 months following\nthe Separation Date, subject to 50% acceleration upon achievement of the $5.0 million funding threshold and full acceleration upon achievement\nof the $10.0 million funding threshold or the occurrence of a sale event.\n\n \n\nThe Company will also pay Mr. Fitzgerald’s\nCOBRA premiums for up to 12 months following the Separation Date, subject to earlier termination if Mr. Fitzgerald becomes eligible for\nhealth coverage from a subsequent employer or ceases to be eligible for COBRA coverage. If Mr. Fitzgerald does not elect or is not eligible\nfor COBRA coverage, the Company will instead pay Mr. Fitzgerald’s portion of his Medicare premiums.\n\n \n\nDuring\nthe Severance Period, Mr. Fitzgerald has agreed to provide up to 20 hours of transitional services during September 2026 without additional\ncompensation, and may provide additional mutually agreed transitional services thereafter at an hourly rate. The Company and Mr.\nFitzgerald also entered into a mutual release of claims, subject to certain exceptions.\n\n \n\nThe foregoing description of the terms of the Separation Agreement\nis not complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit\n10.1.\n\n \n\n \n\n \n\n \n\n*Appointment of Interim Chief Financial Officer,\nPrincipal Financial Officer and Principal Accounting Officer*\n\n \n\nJohn Tattory was appointed to serve as the Company’s\nInterim Chief Financial Officer, principal financial officer and principal accounting officer, effective as of September 9, 2026.\n\n \n\nBeginning September 9, 2026, Mr. Tattory will\nprovide his services as a consultant through Stout Risius Ross, LLC (“Stout”) at an agreed upon hourly rate.\n\n \n\nMr. Tattory, aged 61, has extensive financial\nand operational leadership experience in private and publicly traded pharmaceutical, medical device, and biotechnology companies. He\ncurrently serves as a Managing Director at Stout, a global advisory firm. Prior to joining Stout, Mr. Tattory was at LS Associates providing\nCFO consulting services to public and private biotechnology and medical device companies. Prior to that, he held full-time CFO positions\nat Windtree Therapeutics, Inc., a once-publicly traded development stage biotechnology company, and Cerapedics, Inc., a privately held,\ncommercial stage medical device company. He also previously held financial management positions at Bristol-Myers Squibb and Ernst &\nYoung. Mr. Tattory is a certified public accountant (currently inactive status) and holds a B.S. degree in Commerce from Rider University.\n\n \n\nThere is no arrangement or understanding between\nMr. Tattory and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships\nbetween Mr. Tattory and any of the Company’s directors or executive officers. There are no transactions to which the Company is\na party and in which Mr. Tattory has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of\nRegulation S-K.\n\n \n\nI**tem 9.01 Financial Statements and Exhibits.**\n\n** **\n\n(d) Exhibits\n\n \n\n**Exhibit** **Number**\n \n**Description**\n\n[10.1](tm2625146d1_ex10-1.htm)\n \n[Separation Agreement, effective as of September 9, 2026, by and between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald, M.B.A.](tm2625146d1_ex10-1.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n**TRANSCODE\nTHERAPEUTICS, INC.**\n\n \n \n \n\n \nBy:\n/s/ Philippe P. Calais\n\n \nName:\nPhilippe P. Calais\n\n \nTitle:\nChief Executive Officer\n\nSeptember 11, 2026"}