TransCode Therapeutics CFO Resigns; Interim CFO Appointed

What Happened
TransCode Therapeutics (RNAZ) filed an 8-K reporting that Thomas A. Fitzgerald resigned as Chief Financial Officer, principal financial officer, principal accounting officer and director, effective September 9, 2026. The company entered into a Separation and Transition Services Agreement providing up to $1,250,000 in severance and related benefits, accelerated vesting and extended exercise periods for existing equity awards, and a new option grant. The company also appointed John Tattory as Interim CFO (acting as a consultant through Stout Risius Ross, LLC) effective September 9, 2026.

Key Details

• Resignation effective date: September 9, 2026; Company states resignation was not due to any disagreement on operations, policies or practices.
• Severance and payments: up to $1,250,000 total — $416,666.67 lump sum within ~10 days of the Separation Agreement effective date, $416,666.67 paid in equal monthly installments over 12 months, plus up to $416,666.67 contingent on funding milestones. "Qualified Funding" thresholds: $5.0M and $10.0M trigger partial or full additional payments and acceleration of certain installments.
• Equity and option: all outstanding equity awards vest and exercise periods extend (subject to compliance); company granted Fitzgerald an option to buy 185,000 shares at the closing price on the Separation Date, vesting monthly over 12 months with 50% acceleration at $5.0M funding and full acceleration at $10.0M funding or a sale.
• Other benefits and transition: company will pay COBRA premiums up to 12 months (or Medicare premiums if COBRA not elected/available); Fitzgerald agreed to provide up to 20 hours of transition services in September 2026 without additional pay. Interim CFO John Tattory will serve via consulting arrangement with Stout.

Why It Matters
This filing matters for investors because it changes the company’s finance leadership and creates immediate and potential near-term cash and equity obligations tied to severance and funding-dependent payments. The contingent nature of a substantial portion of the severance and option acceleration (tied to $5M/$10M funding milestones) means cash outlays and potential equity dilution could increase if the company raises capital. The appointment of an experienced interim CFO via a consulting firm provides continuity while limiting a full-time hire commitment in the near term.