TransCode Therapeutics (RNAZ) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 2025 to vote on two key proposals related to recent securities issuance and governance.

• Proposals include approval for full issuance of shares upon exercise of Series C and D Warrants, adjustments to warrant terms, and potential adjournment of the meeting if needed.

• The Board unanimously recommends voting in favor of both proposals.

• Only stockholders of record as of December 17, 2024, are eligible to vote, excluding certain shares issued in a recent private placement.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of common stock upon exercise of Series C and D Warrants, adjustments to exercise price, and alternative cashless exercise features, subject to a floor price.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if there are insufficient votes for Proposal 1.

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

• Abstentions and broker non-votes will not affect the outcome.

Board of directors and corporate governance

• The Board of Directors is soliciting proxies and recommends voting FOR both proposals.

• The meeting will be held virtually, with full participation rights for shareholders.

• Quorum is set at one-third of eligible shares; 523,216 shares are entitled to vote.