Transcode Therapeutics, Inc 8-K, filed Dec 22, 2025
Transcode Therapeutics, Inc. (RNAZ)
About this 8-K
Transcode Therapeutics, Inc filed this 8-K on December 22, 2025, reporting on events of December 19, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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(Exact name of registrant as specified in its charter)
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TransCode Therapeutics, Inc.
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| 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
| Exhibit No. | Description |
| 99.1 | Press Release, dated December 22, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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