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Biotechnology: Pharmaceutical Preparations
Corporate GovernanceApr 30, 2026, 04:27 PM

RNAZ Amends 2025 10-K to Add Corporate Governance & Executive Comp

AI Summary

Transcode Therapeutics, Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amendment's sole purpose is to include previously omitted information from Part III and Part IV, covering items such as Directors, Executive Officers, Corporate Governance, Executive Compensation, and related matters. New certifications from the principal executive and financial officers were also filed as exhibits.

Key Highlights

  • Amendment to 2025 Form 10-K includes Part III and Part IV information.
  • New certifications by principal executive and financial officers filed.
  • Philippe P. Calais appointed CEO in October 2025; Thomas A. Fitzgerald served as interim CEO.
  • Elizabeth Czerepak and Jack E. Stover joined the Board in October and December 2025.
  • Four independent directors identified: Erik Manting, Magda Marquet, Elizabeth Czerepak, Jack E. Stover.
  • CEO Philippe P. Calais's 2025 total compensation: $373,808.
  • CFO Thomas A. Fitzgerald's 2025 total compensation: $1,069,615.
  • Compensation Recovery Policy adopted October 2, 2023, per Nasdaq rules.
  • Elizabeth Czerepak had a delinquent Section 16(a) Form 3 filing on December 22, 2025.