TransCode Therapeutics (RNAZ) Proxy Filing summary

Executive summary

• Entered an exclusive, worldwide, fully paid-up, royalty-free license agreement to acquire a preclinical oncolytic immunotherapy platform targeting muscle-invasive bladder cancer and other solid tumors.

• Issued 1,136,364 shares of Series C Non-Voting Convertible Preferred Stock to Unleash Immuno Oncolytics as consideration for the license, representing 6.8% of common stock on a fully diluted basis.

• Series C Preferred Stock is convertible into common stock upon shareholder approval in accordance with Nasdaq rules.

• Tungsten Advisors acted as exclusive financial advisor and received 77,841 shares of Series C Preferred Stock as compensation.

• Forward-looking statements highlight the potential of the new platform and ongoing clinical development of lead asset TTX-MC138.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the conversion of Series C Preferred Stock into common stock at a forthcoming meeting, as required by Nasdaq listing rules.

• Proxy statement will be filed and distributed to all shareholders with details on the Unleash Issuance Proposal.

Board of directors and corporate governance

• Board approved the creation and designation of Series C Non-Voting Convertible Preferred Stock.

• Certificate of Designation filed with Delaware authorities, outlining preferences, rights, and limitations of the new series.