TransCode Therapeutics, Inc. (NASDAQ: RNAZ) announced the resignation of Thomas A. Fitzgerald, M.B.A., from his positions as Chief Financial Officer, principal financial officer, principal accounting officer, and member of the Board of Directors, effective September 9, 2026. The resignation was not the result of any disagreement with the Company regarding its operations, policies, or practices.
In connection with the departure, the Company entered into a Separation and Transition Services Agreement with Mr. Fitzgerald. Under the terms of the agreement, the Company agreed to pay severance payments totaling up to $1,250,000. This amount is comprised of a lump sum cash payment of $416,666.67 due within 10 days of the effective date, followed by 12 monthly installments of $416,666.67, and a final payment of up to $416,666.67.
The final payment is contingent upon the Company receiving specific amounts of Qualified Funding prior to the first anniversary of the effective date. If the Company secures at least $5.0 million in funding, 50% of the final payment is released. If the Company secures at least $10.0 million in funding, the full final payment is released.
Additionally, the Separation Agreement grants Mr. Fitzgerald an option to purchase 185,000 shares of common stock at the closing price on the separation date. This option will vest over 12 months, with acceleration possible upon reaching the $5.0 million or $10.0 million funding thresholds. The Company will also cover COBRA premiums for up to 12 months or Mr. Fitzgerald's portion of Medicare premiums if he does not elect coverage.
Mr. Fitzgerald has agreed to provide transitional services, including up to 20 hours of unpaid work in September 2026, and may provide additional services at an agreed hourly rate thereafter.
John Tattory has been appointed as the Company’s Interim Chief Financial Officer, principal financial officer, and principal accounting officer, effective September 9, 2026. Mr. Tattory will provide his services through Stout Risius Ross, LLC at an agreed hourly rate. He brings extensive experience in financial and operational leadership for publicly traded pharmaceutical and biotechnology companies.
