TransCode Therapeutics (RNAZ) Proxy Filing summary

Executive summary

• On October 8, 2025, a 100% acquisition of ABCJ, LLC (parent of Polynoma LLC) was completed, with related investment and repurchase agreements executed with DEFJ, LLC.

• The acquisition included the issuance of common and preferred stock, and up to $95 million in contingent milestone payments, with a $25 million investment (cash and promissory note) to fund operations and R&D.

• The transaction is accounted for as a business combination under U.S. GAAP, with ABCJ as the acquired entity and TransCode as the acquirer.

• Pro forma financials and audited statements for ABCJ, LLC as of December 31, 2024 and 2023, and for the nine months ended September 30, 2025, are included.

Voting matters and shareholder proposals

• DEFJ holds a significant portion of preferred and common stock, potentially controlling over 50% of voting power post-conversion, qualifying as a “controlled company” under Nasdaq rules.

• Shareholder approval is required for full conversion of preferred stock, with limitations on beneficial ownership until approval is obtained.

Board of directors and corporate governance

• If classified as a “controlled company,” exemptions from certain Nasdaq governance requirements may apply, such as independent board and compensation committee requirements.

• The board may elect to rely on these exemptions in the future, impacting governance protections for minority shareholders.