TransCode Therapeutics (RNAZ) Proxy Filing summary

Executive summary

• A special meeting of stockholders will be held virtually in April 2025 to vote on two key proposals: a reverse stock split and the potential adjournment of the meeting if more votes are needed.

• The reverse stock split proposal allows the board to effect a split at a ratio between 1-for-10 and 1-for-40 at any time within one year of the meeting, aiming to increase the share price to maintain Nasdaq listing.

• The board has discretion to determine the exact timing and ratio of the split, and may abandon the split if compliance with Nasdaq's requirements is regained without it.

• The company recently regained compliance with Nasdaq's bid price and equity rules but remains under a one-year monitoring period, with risk of immediate delisting if non-compliance recurs.

• If delisted, the stock would likely trade OTC, reducing liquidity and access to capital, and potentially leading to restructuring or total loss for shareholders.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to the certificate of incorporation to effect a reverse stock split at a ratio of 1-for-10 to 1-for-40, at the board's discretion.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for the reverse split.

• Both proposals require a majority of votes cast by shareholders present or represented by proxy.

• The board recommends voting FOR both proposals.

Board of directors and corporate governance

• The board has sole authority to determine whether and when to implement the reverse split, and the exact ratio, within one year of the meeting.

• The board may abandon the split if it is no longer in the best interests of the company or if compliance is achieved without it.

• No director elections or other governance matters are on the agenda for this meeting.