TransCode Therapeutics 财务总监兼董事 Thomas Fitzgerald 离职，公司任命顾问 John Tattory 为临时 CFO

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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):
September 9, 2026
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.
Departure of Chief Financial Officer, Principal
Financial Officer, Principal Accounting Officer and Director
On September 10, 2026, TransCode Therapeutics,
Inc. (the “Company”) announced that Thomas A. Fitzgerald, M.B.A. had resigned as Chief Financial Officer, principal financial
officer and principal accounting officer of the Company, and as a member of the Board of Directors of the Company (the “Board”),
as well as from all other officer and director positions he held with the Company and any of its subsidiaries, in each case effective
as of September 9, 2026 (the “Separation Date”). Mr. Fitzgerald’s decision to resign from the Board was not the result
of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.
In connection with Mr. Fitzgerald’s resignation,
Mr. Fitzgerald and the Company entered into a Separation and Transition Services Agreement (the “Separation Agreement”), pursuant
to which the Company agreed to pay Mr. Fitzgerald severance payments totaling up to $1,250,000, which consists of (i) a lump sum cash
payment of $416,666.67 payable within 10 days following the effective date as defined in the Separation Agreement (the “Effective
Date”), (ii) an aggregate of $416,666.67 payable in equal monthly installments over the 12-month period following the Effective
Date (the “Severance Period”) and (iii) up to an additional $416,666.67 (the “Third Payment”), subject to the
funding-related conditions described below.
The Third Payment will be paid as follows: (i)
if neither funding threshold described below is achieved before the first anniversary of the Effective Date (the “Anniversary”),
the full Third Payment will be paid following the Anniversary; (ii) if the Company receives at least $5.0 million of Qualified Funding
(as described below) before the Anniversary, the Company will pay 50% of the Third Payment and 50% of the then-unpaid monthly severance
installments; (iii) if the Company receives at least $10.0 million of Qualified Funding before the Anniversary without previously achieving
the $5.0 million threshold, the Company will pay the full Third Payment and all then-unpaid monthly severance installments; and (iv) if
the Company achieves the $10.0 million threshold before the Anniversary after previously achieving the $5.0 million threshold, the Company
will pay the remaining 50% of the Third Payment and all then-unpaid monthly severance installments. “Qualified Funding” generally
includes gross funding received by the Company from any source.
The Separation Agreement also provides that, as
of the Effective Date, subject to Mr. Fitzgerald’s compliance with the Separation Agreement, all outstanding equity awards held
by Mr. Fitzgerald will become fully vested and the exercise period for any such equity awards will be extended through the end of the
original full term of such awards. In addition, the Separation Agreement provides that the Company will grant to Mr. Fitzgerald on the
Separation Date an option to purchase 185,000 shares of the Company’s common stock at an exercise price equal to the closing price
of the common stock on that date. The option will vest and become exercisable in equal monthly installments over the 12 months following
the Separation Date, subject to 50% acceleration upon achievement of the $5.0 million funding threshold and full acceleration upon achievement
of the $10.0 million funding threshold or the occurrence of a sale event.
The Company will also pay Mr. Fitzgerald’s
COBRA premiums for up to 12 months following the Separation Date, subject to earlier termination if Mr. Fitzgerald becomes eligible for
health coverage from a subsequent employer or ceases to be eligible for COBRA coverage. If Mr. Fitzgerald does not elect or is not eligible
for COBRA coverage, the Company will instead pay Mr. Fitzgerald’s portion of his Medicare premiums.
During
the Severance Period, Mr. Fitzgerald has agreed to provide up to 20 hours of transitional services during September 2026 without additional
compensation, and may provide additional mutually agreed transitional services thereafter at an hourly rate
. The Company and Mr.
Fitzgerald also entered into a mutual release of claims, subject to certain exceptions.
The foregoing description of the terms of the Separation Agreement
is not complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit
10.1.
Appointment of Interim Chief Financial Officer,
Principal Financial Officer and Principal Accounting Officer
John Tattory was appointed to serve as the Company’s
Interim Chief Financial Officer, principal financial officer and principal accounting officer, effective as of September 9, 2026.
Beginning September 9, 2026, Mr. Tattory will
provide his services as a consultant through Stout Risius Ross, LLC (“Stout”) at an agreed upon hourly rate.
Mr. Tattory, aged 61, has extensive financial
and operational leadership experience in private and publicly traded pharmaceutical, medical device, and biotechnology companies. He
currently serves as a Managing Director at Stout, a global advisory firm. Prior to joining Stout, Mr. Tattory was at LS Associates providing
CFO consulting services to public and private biotechnology and medical device companies. Prior to that, he held full-time CFO positions
at Windtree Therapeutics, Inc., a once-publicly traded development stage biotechnology company, and Cerapedics, Inc., a privately held,
commercial stage medical device company. He also previously held financial management positions at Bristol-Myers Squibb and Ernst &
Young. Mr. Tattory is a certified public accountant (currently inactive status) and holds a B.S. degree in Commerce from Rider University.
There is no arrangement or understanding between
Mr. Tattory and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships
between Mr. Tattory and any of the Company’s directors or executive officers. There are no transactions to which the Company is
a party and in which Mr. Tattory has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of
Regulation S-K.
I
tem 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Separation Agreement, effective as of September 9, 2026, by and between TransCode Therapeutics, Inc. and Thomas A. Fitzgerald, M.B.A.
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
September 11, 2026

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EX-10.1
2
tm2625146d1_ex10-1.htm
EXHIBIT 10.1
Exhibit 10.1
September 9, 2026
Thomas A. Fitzgerald
Re: Separation and Transition Services Agreement
Dear Tom:
This letter agreement follows our conversation
of August 19, 2026, regarding your employment with TransCode Therapeutics, Inc. (the “
Company
”) and confirms
the termination of your employment with the Company effective September 9, 2026 (the “
Separation Date
”). We appreciate
your contributions and would like to work with you to make this transition as smooth as possible.
Regardless of whether
you sign this Agreement (as defined below): (i) y
ou and we are subject to continuing obligations under your Employment Agreement
with the Company dated March 24, 2021 (the “
Employment Agreement
”) and your Employee Confidentiality and Intellectual
Property Assignment Agreement with the Company (the “
Confidentiality Agreement
” and with any other confidentiality,
restrictive covenant and other ongoing common law or fiduciary obligations you have to any of the Releasees (as defined below), the “
Ongoing
Obligations
”); and (ii) your equity rights remain subject to the applicable equity agreement and the Company’s equity
plan (the “
Equity Documents
”) in all respects, except in the case of this clause (ii) as may be expressly modified
by this Agreement.
The Company shall, if it has not already done
so, pay or provide you with the “
Accrued Obligations
” described in the Employment Agreement: (i) all accrued but
unpaid salary as of the Separation Date, (ii) accrued but unused paid time off, and (iii) any equity rights vested prior to
the Separation Date, subject to the Equity Documents and this Agreement.
The remainder of this letter proposes an agreement
(the “
Agreement
”) between you and the Company. You and the Company agree as follows:
1.
Severance
Benefits
(a)
Severance
Pay
.
The Company will pay you an aggregate severance payment (to which,
absent your signing this Agreement, you would not otherwise be entitled) totaling $1,250,000 (the “
Severance Pay
”).
The Severance Pay shall be subject to taxes and lawful withholdings; all amounts listed below are gross (before taxes). The Company shall
pay the Severance Pay in installments as follows and subject to the following terms and conditions :
i.
The Company shall pay you $416,666.67 within 10 days following the Effective Date;
ii.
The Company shall pay you the aggregate amount of $416,666.67 (the “
Monthly Severance Payments
”). Except as expressly
otherwise provided in subsection (iii), the Company shall pay the Monthly Severance Payments ratably in equal monthly installments for
the 12-month period following the Effective Date (the “
Severance Period
”), beginning with the Company’s first
regular payroll date occurring during the month after the Effective Date and on or before the 15
th
of each subsequent month
thereafter through September 2027;
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2
iii.
The Company shall pay you an aggregate amount of $416,666.67 (the “
Third Payment
”) under the following circumstances
and subject to the following conditions:
a.
The Company will pay the Third Payment if, as of the 12-month anniversary of the Effective Date (defined below) (such anniversary,
the “
Anniversary
”), neither a $5 Million Financing nor a $10 Million Financing has occurred ($5 Million Financing and
$10 Million Financing as defined below).
b.
If, instead of (a), the Company achieves a $5 Million Financing prior to the Anniversary, the Company will pay you (i) 50% of
the Third Payment (i.e. $208,333.33); and (ii) 50% of any then-unpaid Monthly Severance Payments.
c.
If, instead of (a) or (b), the Company achieves a $10 Million Financing prior to the Anniversary, and the Company has not achieved
a $5 Million Financing, the Company will pay you (i) the Third Payment; and (ii) the remainder of any then-unpaid Monthly Severance
Payments.
d.
If the Company achieves a $10 Million Financing prior to the Anniversary, and the Company has already achieved a $5 Million Financing,
the Company will pay you (x) the remaining 50% of the Third Payment; and (y) any then-unpaid Monthly Severance Payments.
e.
Any payment under this subsection (iii) shall be made within 10 days after the triggering date (i.e. Anniversary or Financing).
f.
To avoid all doubt, notwithstanding anything in this Agreement to the contrary, in no event shall the amount paid with respect to
the Third Payment under this subsection (iii) exceed $416,666.67, and in no event shall the amount paid with respect to the Monthly
Severance Payments exceed $416,666.67.
“$5 Million Financing
”
means the Company’s cumulative receipt of Qualified Funding of at least $5,000,000 following the Separation Date.
“$10 Million Financing
”
means the Company’s cumulative receipt of Qualified Funding of at least $10,000,000 following the Separation Date.
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3
“
Qualified Funding
” means gross funding from any
source(s), including but not limited to (i) the sale of securities, whether in a single transaction or a series of related transactions,
(ii) any funding from an affiliate of the Company with the term affiliate defined in accordance with the definition used by the U.S.
Securities and Exchange Commission and (iii) funding of any other type from any other source or funds provider. To avoid any doubt,
any funding the Company receives under its Standby Equity Purchase Agreement with an affiliate of Yorkville Global Advisors (the “
SEPA
”)
shall count as Qualified Funding.
(b)
Equity
Treatment
.
(i)
The
Company shall also grant you on the Separation Date an option to purchase 185,000 shares of common stock (the “
Equity Award
”).
Notwithstanding the terms and conditions of the Equity Documents, the Equity Award shall be for a term of 10 years from the date of grant
and the exercise price shall be the closing price of the common stock on the Separation Date. The Company shall use commercially reasonable
efforts to register the Equity Award on a Registration Statement on Form S-8 as soon as practicable but in no event later than December 31,
2026. The Equity Award will vest and become exercisable in equal monthly installments over the 12 months following the Separation Date,
subject to acceleration: (i) in full upon a Sale Event (as defined in the Equity Documents) or the achievement of the $10 Million
Financing; or (ii) as to 50% of the Equity Award upon the achievement of the $5 Million Financing. The Equity Award otherwise will
be subject to the applicable Equity Documents.
(ii)
Notwithstanding
anything to the contrary in the Equity Documents, as of the Effective Date, subject to your compliance with this Agreement, all outstanding
equity awards held by you shall become fully vested and the exercise period for any such equity awards, as applicable, shall be extended
through the end of the original full term of such awards set forth in the applicable Equity Documents.
(c)
Health
Benefits
. If you elect and remain eligible for COBRA continuation coverage, the Company shall pay in full twelve (12) months of COBRA
premiums until the earlier of the 12-month anniversary of the Separation Date, your eligibility for health insurance from a subsequent
employer or the end of your eligibility under COBRA for such continuation coverage. In the alternative, the Company shall elect to pay
your portion of Medicare premiums in the event that you do not elect or are not eligible for COBRA continuation coverage. You agree to
inform the Company promptly upon your eligibility for group health insurance from a subsequent employer, and you agree to respond promptly
to the Company’s reasonable COBRA-related inquiries.
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4
2.
Transitional
Services
You agree to provide transitional services (the
“
Transitional Services
”) (i) for up to 20 hours during September 2026 (the “
Transitional Period
”)
for hours reasonably agreed by you and the Company with no fee payable to you; and (ii) for any hours thereafter mutually agreed
upon by you and the Company at an hourly rate of $350. In the event you provide Transitional Services as set forth above, the Company
shall not deem your Services as substandard in any way except in the event of gross negligence or fraud and shall not attempt to argue
that the quality of Transitional Services that you provide in any way (except in the event of gross negligence or fraud) constitutes a
breach of this Agreement permitting the Company to claim a right to reduce any amounts owed you hereunder. For clarity, your provision
of Transitional Services shall not constitute a service relationship for the purpose of any compensation or benefits, including without
limitation under the equity incentive plans and Equity Documents. Notwithstanding the foregoing, the Company may terminate the Transitional
Period at any time if you commit gross negligence or fraud or materially breach the Ongoing Obligations or this Agreement. The Company
further agrees and acknowledges that any services you may provide to any third parties during the Transitional Period do not represent
a conflict with this Agreement or your provision of Transitional Services to the Company. To the extent you provide Transitional Services,
the Company shall provide you with all information and materials reasonably required, in the Company’s judgment, for you to perform
the Transitional Services.
3.
Resignations
from Other Positions; Transition of Information and Access
In connection with the ending of your employment,
you hereby (i) resign from any and all Company positions, including, without implication of limitation, as Vice President of Administration,
Chief Financial Officer, Secretary and director of the Company, as trustee or other officer, or other positions you occupy, or may be
deemed to occupy, at the Company, or any of its subsidiaries or affiliates, in each case effective as of the Separation Date; (ii) agree
to execute such documentation as the Company or its applicable subsidiary or affiliate reasonably requires to effectuate such resignations;
and (iii) take such steps as the Company (or its applicable subsidiary or affiliate) reasonably requests to ensure the transition
of any account access, systems access, password access, customer access, confidential information, Company property, customer information
or customer relationships to the Company or its applicable subsidiary or affiliate. You acknowledge and agree that your resignations described
in this section shall be effective as of the date of this Agreement and shall not be subject to the Revocation Period (as defined below)
or otherwise revocable.
4.
Mutual
Release of Claims
In consideration for, among other terms, your
eligibility for the consideration described in this Agreement, you, on behalf of yourself and your heirs, administrators, representatives,
successors and assigns (together with you, the “Employee
Releasors
”) voluntarily release and forever discharge the
Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective
employee benefit plans and fiduciaries of such plans, and the current and former employees, officers, directors, shareholders, interest
holders, managers, members, partners, investors, attorneys, accountants and agents of each of the foregoing in their official and personal
capacities (collectively referred to as the “Company
Releasees
”) generally from all claims, demands, debts, damages
and liabilities of every name and nature, known or unknown (“
Claims
”) that, as of the date when you sign this Agreement,
you or any other Employee Releasor have, ever had, now claim to have or ever claimed to have had against any or all of the Company Releasees.
This release includes, without limitation, all Claims:
-
relating to your employment by and termination of employment with the Company;
Page
5
-
of wrongful discharge or violation of public policy;
-
of breach of contract including, without limitation, the Employment Agreement;
-
all other claims under the Employment Agreement;
-
of defamation or other torts;
-
of retaliation or discrimination under federal, state or local law (including, without limitation, Claims
of discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, and
Title
VII of the Civil Rights Act of 1964);
-
under any other federal or state statute;
-
under MGL c. 151B;
-
for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits,
either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and
-
for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief
and attorney’s fees;
provided
,
however, that this release shall not affect your rights under this Agreement, any indemnification rights you have under the Company’s
applicable indemnification agreement, charter, and/or bylaws, or your vested rights under (and subject to) the Equity Documents.
You acknowledge and represent that, except as
expressly provided in this Agreement including but not limited to payment of the Accrued Obligations as defined herein, the Company has
paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest,
severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits
and compensation due to you except that the Company shall reimburse you for $12,500 for legal fees and expenses incurred in connection
with the negotiation of this Agreement at the same time as the Severance Payment under Section 1(a)(i). You specifically represent
that you are not due to receive any commissions or other incentive compensation from the Company except as provided in this Agreement.
You agree not to accept damages of any nature,
other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Company Releasees with respect
to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you
have not assigned any Claim to any third party.
The Company, its affiliated and related entities
and subsidiaries, its and their respective predecessors, successors and assigns, and the current and former employees, officers, directors,
shareholders, interest holders, managers, members, partners, investors, attorneys, accountants and agents of each of the foregoing in
their official capacities (the “
Company Releasors
”) voluntarily release and forever discharge you on behalf of yourself
and your heirs, administrators, representatives, successors and assigns (the “
Employee Releasees
”) generally from all
claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“
Claims
”) that, as of the
date of the execution of this Agreement, the Company Releasors have, ever had, now claim to have or ever claimed to have had against any
or all of the Employee Releasees,
provided
, however, that this release shall not affect the Company Releasors’ rights under
this Agreement, any indemnification rights Company Releasors’ have under the Company’s applicable indemnification agreement,
charter, and/or bylaws, or Company Releasors’ rights under (and subject to) the Equity Documents.
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6
The Company Releasors agree not to accept damages
of any nature, other equitable or legal remedies for their own benefit, or attorney’s fees or costs from any of the Employee Releasees
with respect to any Claim released by this Agreement. As a material inducement to the Company entering into this Agreement, the Company
Releasors represent that they have not assigned any Claim to any third party.
5.
Return of Property
You shall not dispose
of Company property (including information, documents,
computerized data and any copies made of any of the foregoing (“
Documents
”)),
without written authorization. The Company shall permit you to retain the Company Lenovo laptop with asset tag number 1003,
provided
you first furnish the laptop to the Company to allow the Company to wipe the laptop of all Company data. Notwithstanding the foregoing,
you agree to return to the Company all Company property, including, without limitation, keys and access cards, credit cards, files and
any Documents containing information concerning the Company, its business or its business relationships (in the latter two cases, actual
or prospective) and any information about the Company’s commercial and technical strategies and mechanics associated with implementing
those strategies, on or before the fifteenth (15
th
) day following the Separation Date. After returning all Documents and Company
property, you commit to deleting and finally purging any duplicates of files or documents that may contain Company information from any
non-Company computer or other device that remains your property. In the event that you discover that you continue to retain any such property,
you shall return it to the Company immediately.
6.
Non-Disparagement
Subject to the Protected
Activities section below, you
agree not to make any oral or written disparaging statements (including through social media) concerning
the Company or any of its affiliates or current or former officers, directors, shareholders, employees or agents. You further agree not
to take any actions or conduct yourself in any way that would reasonably be expected to affect adversely the reputation or goodwill of
the Company or any of its affiliates or any of its current or former officers, members, directors, shareholders, employees or agents.
These non-disparagement obligations shall not in any way affect your obligation to testify truthfully in any legal proceeding. The Company‘s
C-level officers and its current directors shall not: (i) make any oral or written disparaging statements (including through social
media) concerning you; or (ii) take any actions or conduct themselves in any way that would reasonably be expected to affect adversely
your reputation or goodwill.
7.
Announcement
of Transition
You agree to assist the Company, at the Company’s
reasonable request, with the press release announcing your resignation. The Company will submit the press release for your review and
you agree to respond promptly with any comments you may have, which will be considered in good faith by the Company.
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7
8.
Confidentiality
of Agreement-Related Information; Other Obligations
Subject to the Protected
Activities section below,
you agree, to the fullest extent permitted by law, to keep all Agreement-Related Information completely
confidential. “
Agreement-Related Information
” means the negotiations leading to this Agreement and the terms of this
Agreement. Notwithstanding the foregoing, you may disclose Agreement-Related Information to your spouse, your family, your attorney and
your financial advisors, and to them only provided that they first agree for the benefit of the Company to keep Agreement-Related Information
confidential. You represent that during the period since you received the first draft of this Agreement, you have not made any disclosures
that would have been contrary to the foregoing obligation if it had then been in effect. Nothing in this section shall be construed to
prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order;
provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order.
You agree to notify future employers of your Ongoing Obligations.
9.
Protected
Activities
Nothing contained in this Agreement or in any
other agreement with the Company limits your ability to: (i) file a charge or complaint with any federal, state or local governmental
agency or commission, including without limitation the Equal Employment Opportunity Commission, the National Labor Relations Board or
the Securities and Exchange Commission (a “
Government Agency
”); (ii) communicate with any Government Agency or
otherwise participate in any investigation or proceeding that may be conducted by any Government Agency; (iii) exercise any rights
you may have under Section 7 of the National Labor Relations Act, including any rights you may have under such provision to assist
co-workers with or discuss any employment issue, dispute or term or condition of employment as part of engaging in concerted activities
for the purpose of mutual aid or protection; (iv) discuss or disclose information about unlawful acts in the workplace, such as harassment
or discrimination or any other conduct that you have reason to believe is unlawful; or (v) testify truthfully in a legal proceeding,
in any event with or without notice to or approval of the Company so long as such communications and disclosures are consistent with applicable
law and the information disclosure was not obtained through a communication that was subject to the attorney client privilege (unless
disclosure of that information would otherwise be permitted consistent with such privilege). If you file any charge or complaint with
any Government Agency and if the Government Agency pursues any claim on your behalf, or if any other third party pursues any claim on
your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class
action) but the Company will not limit any right you may have to receive an award by an order of a Government Agency pursuant to the whistleblower
provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency.
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8
10.
Defend
Trade Secrets Act Notice
You understand that pursuant to the Defend Trade
Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure
of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
11.
Other
Provisions
(a)
Termination
and Return of Payments
. If you breach any of your material obligations under this Agreement or the Ongoing Obligations, in addition
to any other legal or equitable remedies it may have for such breach, and notwithstanding anything to the contrary in any agreement between
you and the Company, the Company shall have the right to terminate and/or enforce the return of its non-wage payments to you or for your
benefit under this Agreement and terminate any extended exercise period for your equity rights. Such remedies in the event of your breach
will not affect your continuing obligations under this Agreement.
(b)
Enforceability
.
If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement)
shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or
the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
(c)
Waiver;
Absence of Reliance
. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving
party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any
breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent
breach. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of the Company.
(d)
Jurisdiction;
Governing Law; Interpretation
. Except as expressly otherwise provided in the Equity Documents: (i) you and the Company hereby
agree that the state and federal courts of Massachusetts located in Boston shall have the exclusive jurisdiction to consider any matters
related to this Agreement, including without limitation any claim of a violation of this Agreement; and (ii) with respect to any
such court action, you and the Company submit to the jurisdiction of such courts and you and the Company acknowledge that venue in such
courts is proper; and (iii) this Agreement shall be interpreted and enforced under the laws of Massachusetts, without regard to conflict
of law principles. You and the Company waive any right to a jury with respect to any dispute between you.
(e)
Entire
Agreement
. This Agreement, the Ongoing Obligations (which are incorporated herein by reference), the Equity Documents, and any indemnification
rights you have under the Company’s applicable indemnification agreement, charter, and/or bylaws constitute the entire agreement
between you and the Company and supersede any previous agreements, understandings or communications between you and the Company.
Page
9
(f)
Time
for Consideration; Effective Date
. You acknowledge that the Company proposed an agreement to you on August 20, 2026 (the “
Initial
Proposal
”) and that you have been given the opportunity to consider this Agreement for twenty-one (21) days from the date of
the Initial Proposal (the “
Consideration Period
”). You agree that any edits since your receipt of the first draft of
the Agreement do not restart the Consideration Period. You acknowledge that the above release of claims expressly includes without limitation
claims under the Age Discrimination in Employment Act. You acknowledge that you consulted with an attorney before signing this Agreement.
To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by the undersigned
at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge
by signing this Agreement that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the
entire Consideration Period. For the period of seven (7) days from the date when you sign this Agreement (the “
Revocation
Period
”), you have the right to revoke this Agreement by written notice to the undersigned. For such a revocation to be effective,
it must be delivered so that it is received by the undersigned at or before the expiration of the Revocation Period. This Agreement shall
not become effective or enforceable during the Revocation Period. It will become effective on the day after the Revocation Period ends
(the “
Effective Date
”).
(g)
Counterparts
.
This Agreement may be executed in separate counterparts. When all counterparts are signed, including by electronic means other than facsimile,
they shall be treated together as one and the same document.
Page
10
Please indicate your agreement to the terms of
this Agreement by signing and returning to the undersigned the original or a PDF copy of this letter within the time period set forth
above.
Very truly yours,
TransCode Therapeutics, Inc.
By:
/s/ Philippe P.
Calais
9/9/2026
Philippe P. Calais
Date
Chairman and CEO
This is a legal document. Your signature will commit you to its terms.
By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you
are knowingly and voluntarily entering into this Agreement.
/s/ Thomas A. Fitzgerald
9/9/2026
Thomas A. Fitzgerald
Date