TransCode Therapeutics (RNAZ) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for November 22, 2024, to address critical compliance and corporate actions.

• Proposals include ratification of a July 2024 securities offering, approval of a reverse stock split, and potential adjournment to solicit more votes if needed.

• Actions are aimed at regaining and maintaining compliance with Nasdaq listing requirements following multiple deficiency notices.

Voting matters and shareholder proposals

• Ratification Proposal: Seeks shareholder approval for the July 2024 Offering of 10,000,000 shares and warrants for 500,000 shares at $0.30 per share, addressing Nasdaq Rule 5635(d) compliance.

• Reverse Stock Split Proposal: Authorizes a reverse split of common stock at a ratio between 1:10 and 1:40, with the exact ratio at the Board's discretion, to help meet Nasdaq's $1.00 minimum bid price.

• Adjournment Proposal: Allows the meeting to be adjourned to solicit additional proxies if there are insufficient votes for the main proposals.

• Each proposal requires a majority of votes cast by shareholders present or represented by proxy.

Board of directors and corporate governance

• Board recommends voting FOR all three proposals.

• Board retains discretion on whether and when to implement the reverse stock split within one year of approval.

• Board and management do not intend to bring other business before the meeting.