TransCode Therapeutics (RNAZ) Proxy Filing summary

Executive summary

• Shareholders are being asked to authorize the board to effect a reverse stock split, only if necessary to maintain the Nasdaq listing.

• The reverse split will only be implemented if the stock does not close at $1.00 or more for any ten-day period before December 31, 2024.

• Maintaining the Nasdaq listing is considered critical for raising additional capital to continue clinical trials and operations.

• Management and directors unanimously support efforts to keep the stock listed on Nasdaq.

Voting matters and shareholder proposals

• Shareholders are voting on authorizing the board to enact a reverse split if required by Nasdaq listing standards.

• The reverse split is contingent on the stock price not meeting Nasdaq's minimum bid requirement by the deadline.

Board of directors and corporate governance

• The board and management are unified in their recommendation to authorize the reverse split to preserve the Nasdaq listing.