TransCode Therapeutics (RNAZ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 2, 2026, with virtual participation and voting options for shareholders.

• Key proposals include approval of stock issuances related to preferred stock conversions, SEPA and Convertible Notes, election of directors, amendment to the 2021 Stock Option and Incentive Plan, ratification of the auditor, and potential adjournment of the meeting.

• Board unanimously recommends voting in favor of all proposals, citing critical importance for ongoing operations and compliance with Nasdaq requirements.

• Failure to approve certain proposals could trigger adverse financial consequences, including potential redemption rights and loss of funding.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series A and B Non-Voting Convertible Preferred Stock.

• Proposal 2: Approve issuance of common stock upon conversion of Series C Non-Voting Convertible Preferred Stock.

• Proposal 3: Approve issuance of common stock under SEPA and Convertible Notes, enabling up to $14 million in equity sales and $6 million in convertible notes.

• Proposal 4: Elect six directors for one-year terms.

• Proposal 5: Amend 2021 Stock Option and Incentive Plan to increase shares available by 1,734,262.

• Proposal 6: Ratify WithumSmith + Brown, PC as independent auditor for 2026.

• Proposal 7: Approve adjournment of the meeting if additional proxy solicitation is needed.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members, with a seventh to be added if Proposal 1 is approved.

• Directors have diverse backgrounds in biotech, finance, and executive leadership.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all chaired by independent directors.

• Policies in place for director nomination, independence, compensation, and risk oversight.