Korsana Biosciences (KRSA) Proxy filing summary

Executive summary

• Special meeting set for Nov. 13, 2026, online; shareholders will vote on moving the legal domicile from Massachusetts to the Cayman Islands and adopting Cayman governing documents.

• A similar proposal failed Aug. 26 despite 61.8% of votes cast in favor: turnout left support below the required thresholds. The Board resubmitted it after the Sept. 8 merger and concurrent private placement.

• If approved, the same legal entity, business, management, assets and liabilities continue; Nasdaq trading under KRSA is expected to continue without interruption, except for a new CUSIP.

Voting matters and shareholder proposals

• Proposal 1 requires at least two-thirds of all 45,541,358 outstanding voting shares, or 30,360,906 affirmative votes; abstentions and failures to vote count against it.

• Proposal 2 requires two-thirds of votes properly cast; Proposal 3, authorizing adjournment to solicit votes if needed, requires more votes for than against.

• Proposals 1 and 2 are interdependent; both must pass for redomestication. The Board unanimously recommends FOR all three proposals.

• Record date is Oct. 7, 2026; online, telephone and internet voting closes Nov. 12 at 11:59 p.m. ET. The meeting is Nov. 13 at 10:30 a.m. ET.

Board of directors and corporate governance

• Proposed Cayman Articles create a six-member board divided into three classes with staggered three-year terms; directors are elected by plurality, replacing annual elections.

• While at least 30% of originally issued Series B preferred shares remain outstanding, holders may elect four directors, each with three board votes; this right carries over from current terms.

• Under the Cayman Articles, directors may generally be removed only for cause; board vacancies are normally filled by remaining directors rather than shareholders.

• Holders of 40% of paid-up voting share capital may requisition a general meeting, subject to procedural requirements; shareholder proposals and nominations face advance-notice and disclosure rules.