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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2025
TRANSCODE
THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40363 |
|
81-1065054 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
TransCode
Therapeutics, Inc.
6
Liberty Square, #2382
Boston, Massachusetts
02109
(Address
of principal executive offices, including zip code)
(857)
837-3099
(Registrant’s
telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, par value $0.0001 per share |
|
RNAZ |
|
The Nasdaq
Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| 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 also been a member of the Board of Directors
of Stero Therapeutics, Inc., a privately-held small molecule biopharma development company since February 2024. From August 2024
until November 2024 when he resigned, Mr. Stover served as a member of the Board of Directors and Chairman of the Audit Committee
of PharmaCyte Biotech, Inc. (Nasdaq: PMBC), a biotech company developing cell-based therapies for cancer and diabetes. From June 2016
until December 2020, Mr. Stover was Chief Executive Officer and Director of Interpace Biosciences, Inc. (Nasdaq: IDXG),
a molecular diagnostics company focused principally on pancreatic and thyroid cancer. In addition to other relevant experience, Mr. Stover
was also formerly Chief Executive Officer of Antares Pharma Inc. (previously Nasdaq: ANTR) and a partner with PricewaterhouseCoopers (then
Coopers and Lybrand), working in the bioscience industry division in Pennsylvania and New Jersey. Mr. Stover holds a B.A. in Accounting
from Lehigh University and was a Certified Public Accountant. We believe that Mr. Stover is well-qualified to serve as a director
of our company based on his experience holding senior leadership positions in the life sciences industry, and his specific experience
and skills in the areas of general operations, financial operations and administration.
As a non-employee director, Mr. Stover will
receive cash and equity compensation for his Board service pursuant to the Company’s non-employee director compensation policy.
There are no arrangements or understandings between Mr. Stover and any other person pursuant to which Mr. Stover was selected
as a director, and there are no transactions between Mr. Stover and the Company that would require disclosure under Item 404(a) of
Regulation S-K. In addition, the Company has entered into an indemnification agreement with Mr. Stover in connection with his appointment
to the Board which is in substantially the same form as that entered into with the existing directors of the Company.
Board Committees
On December 19, 2025, the Board accepted
Dr. Magda Marquet’s resignation as a member of the Audit Committee of the Board. The Board, upon the recommendation of the
Nominating and Corporate Governance Committee, then appointed Mr. Stover to serve as a member of the Audit Committee and Nominating
and Corporate Governance Committee, each until his successor is duly elected and qualified, or until his earlier death, resignation or
removal, or until otherwise determined by the Board.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 |
|
|
Exhibit 99.1
TransCode Expands Leadership with Appointment of Jack E. Stover to
Board of Directors
BOSTON, Dec 22, 2025- TransCode Therapeutics, Inc. (NASDAQ: RNAZ), a clinical stage company pioneering immuno-oncology and RNA for the treatment
of high risk and advanced cancer, announced the appointment of Jack E. Stover to its Board of Directors. Mr. Stover will join the Audit
and the Nominating Committees as Dr. Magda Marquet steps down from the Audit Committee. Mr. Stover brings more than three decades of executive
leadership experience across public and private life sciences companies, spanning drug development, diagnostics, specialty pharmaceuticals,
and capital formation.
“We are delighted to welcome Jack to TransCode’s Board
of Directors,” said Philippe P Calais CEO, TransCode Therapeutics. “Jack’s wide and unique operational, financial, and
strategic expertise — as well as his successes leading through transformative growth — will be a powerful asset as TransCode
advances its RNA and immuno-oncology pipeline.”
Mr. Stover
currently serves as Chairman of the Board of Traws Pharma Inc. (NASDAQ: TRAW), a specialty pharmaceutical company focused on
anti-virals and oncology. He led the merger of Traws with Onconova Therapeutics Inc. (NASDAQ: ONTX) and was a Director and Chairman
of the Audit Committee of Onconova since 2016. From March 2021 until July 2025, he served as CEO and Director of NorthView
Acquisition Corp. (NASDAQ: NVAC), a special purpose acquisition corporation and subsequently has been a director of
Profusa, Inc.(NASDAQ: PFSA), a digital health company developing tissue integrated biosensors that merged with
NVAC. From June 2016 through December 2020, Mr. Stover served as President, CEO and Director of Interpace
Biosciences, Inc. (NASDAQ: IDXG), a molecular diagnostics company in oncology, where he led the acquisition of Cancer
Genetics, executed multiple successful financings and subsequently led the investment of industry leading private equity investors.
Prior to that, from 2004 to 2008, he was CEO and a Director of Antares Pharma, Inc. (NASDAQ: ANTX), a specialty
pharmaceutical company where he led the integration of disposable injectables with proprietary therapeutics that led to the sale of
Antares to Halozyme for in excess of $900 million. Mr. Stover was also previously a partner with PricewaterhouseCoopers (the
successor of Coopers & Lybrand) where he led the life science industry practice in the Mid-Atlantic region.
“I am
pleased to join the Board of TransCode as the company enters an exciting stage of development. I look forward to helping advance our mission
to deliver a cancer-free future for patients,” said Mr. Stover.
Forward-Looking Statements
This release contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, statements concerning TransCode’s technology, collaborations, and team, and statements concerning the
therapeutic potential of TransCode’s TTX-MC138 and other therapeutic candidates. Any forward-looking statements in this press
release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties
that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking
statements. These risks and uncertainties include, but are not limited to: the risks associated with drug discovery and development;
the risk that the results of clinical trials will not be consistent with TransCode’s preclinical studies or expectations or
with results from previous clinical trials; risks associated with the conduct of clinical trials; risks associated with
TransCode’s financial condition and its need to obtain additional funding to support its business activities, including
TransCode’s ability to continue as a going concern; risks associated with the timing and outcome of TransCode’s planned
regulatory submissions; risks associated with obtaining, maintaining and protecting intellectual property; risks associated with
TransCode’s ability to enforce its patents against infringers and defend its patent portfolio against challenges from third
parties; risks of competition from other companies developing products for similar uses; risks associated with TransCode’s
dependence on third parties; and risks associated with geopolitical events and pandemics, including the COVID-19 coronavirus and
military actions. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause
TransCode’s actual results to differ from those contained in or implied by the forward-looking statements, see the section
entitled “Risk Factors” in TransCode’s Annual Report on Form 10-K for the year ended December 31, 2024,
as well as discussions of potential risks, uncertainties and other important factors in any subsequent TransCode filings with the
Securities and Exchange Commission. All information in this press release is as of the date of this release; TransCode undertakes no
duty to update this information unless required by law.
For more information and partnering
opportunities, please contact:
TransCode Therapeutics, Inc.
Tania Montgomery, VP of Business Development
tania.montgomery@transcodetherapeutics.com
TransCode
Therapeutics, Inc. • 6 Liberty Square #2382 • Boston, MA 02109