TransCode Therapeutics (RNAZ) Proxy filing summary

Executive summary

• Received Nasdaq deficiency letter on May 19, 2026, for not meeting the $2.5 million minimum stockholders' equity requirement.

• Reported stockholders' equity of $1,251,427 as of March 31, 2026.

• Company has until July 3, 2026, to submit a compliance plan to Nasdaq.

• Plans to regain compliance by converting Series A Preferred Stock to common stock, pending shareholder approval.

• If compliance is not regained, risk of delisting from Nasdaq with potential adverse effects.

Voting matters and shareholder proposals

• Upcoming shareholder meeting to vote on conversion of Series A and Series B Preferred Stock to common stock.

• Proxy statement to be filed and distributed to all shareholders for voting on conversion and change of control under Nasdaq rules.

Board of directors and corporate governance

• Directors, executive officers, and employees may participate in proxy solicitation for the conversion proposals.

• Information on directors and executive officers available in the most recent Form 10-K/A.