Transcode Therapeutics, INC. 8-K Filing
Ticker: RNAZ · Form: 8-K · Filed: Dec 22, 2025 · CIK: 1829635
Sentiment: neutral
Filing Stats: 1,202 words · 5 min read · ~4 pages · Grade level 10.7 · Accepted 2025-12-22 08:13:34
Key Financial Figures
- $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital
Filing Documents
- tm2534017d1_8k.htm (8-K) — 32KB
- tm2534017d1_ex99-1.htm (EX-99.1) — 10KB
- tm2534017d1_ex99-1img001.jpg (GRAPHIC) — 5KB
- tm2534017d1_ex99-1img002.jpg (GRAPHIC) — 2KB
- 0001104659-25-123500.txt ( ) — 222KB
- rnaz-20251219.xsd (EX-101.SCH) — 3KB
- rnaz-20251219_lab.xml (EX-101.LAB) — 33KB
- rnaz-20251219_pre.xml (EX-101.PRE) — 22KB
- tm2534017d1_8k_htm.xml (XML) — 3KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Appointment On December 19, 2025, the Board of Directors (the "Board") of TransCode Therapeutics, Inc., a Delaware corporation (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Jack Stover to the Board, effective December 19, 2025. Mr. Stover will serve with a term expiring at the Company's annual meeting of stockholders to be held in 2026, at which time he is expected to stand for election by the Company's stockholders, or until his earlier death, resignation or removal. The Board determined that Mr. Stover is an independent director and a financial expert as those terms are defined by the Securities and Exchange Commission and the Nasdaq Stock Market, LLC ("Nasdaq"). Mr. Stover has been Chairman of the Board of Directors of Traws Pharma, Inc. (Nasdaq: TRAW) ("Traws"), a novel small molecule anti-viral and oncology company since July 2025, and a member of the Board of Directors, Chairman of the Audit Committee, member of the Compensation Committee and member of the Nominating and Governance Committee of Traws since March 2024. From May 2016 to March 2024, he served as a member of the Board of Directors, Chairman of the Audit Committee and a member of the Compensation Committee of Onconova Therapeutics, Inc. (formerly Nasdaq: ONTX) which merged with Trawsfynydd Therapeutics, Inc., to become Traws in March 2024. From March 2021 until July 2025, Mr. Stover served as Chief Executive Officer and as Director of NorthView Acquisition Corp. (Nasdaq: NVAC), a special purpose acquisition company that merged into Profusa, Inc. (Nasdaq: PFSA) ("Profusa"), a digital health company developing tissue integrated biosensors, in July 2025. Subsequently, he has served as a member of the Board of Directors of Profusa since July 2025. Mr. Stover has al
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On December 22, 2025, the Company issued a press release announcing Mr. Stover's appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated December 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANSCODE THERAPEUTICS, INC. By: /s/ Philippe P. Calais Name: Philippe P. Calais Title: Chief Executive Officer December 22, 2025