TransCode Therapeutics (RNAZ) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 2 seeks approval for potential issuance of Common Stock upon conversion of Series C Non-Voting Convertible Preferred Stock, in compliance with Nasdaq Listing Rule 5635(a).

• Shareholder approval is also sought for Proposals 1 and 3, which relate to the conversion of other preferred stock and convertible notes.

Shareholder rights and capital structure

• The Series C Beneficial Ownership Limitation was increased from 4.99% to 9.99%, effective July 16, 2026, following agreement with the sole Series C holder and board approval.

• Up to 17,743,979 shares of Common Stock may be issued upon full conversion of Series A, B, and C Preferred Stock and convertible notes, pending shareholder approval.

• Beneficial ownership tables reflect the new 9.99% limitation, with major holders including CK Life Sciences, YA II PN, Ltd., and Unleash Immuno Oncolytics, each capped at 9.99%.

• Conversion notices have been received from major holders, contingent on approval of Proposals 1 and 2, ensuring no single holder exceeds the 9.99% cap.

Board of directors and corporate governance

• Directors and named executive officers are listed, with each holding less than 1% of outstanding shares individually.

• All executive officers and directors as a group hold a small fraction of total shares, ensuring dispersed control.