Korsana Biosciences, Inc PRE 14A, filed Oct 5, 2026

Korsana Biosciences, Inc.

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Korsana Biosciences, Inc. (KRSA)

Korsana Biosciences, Inc. will ask shareholders on [November 13], 2026 to approve redomestication from Massachusetts to the Cayman Islands, resubmitting a proposal that failed because approximately 61.8% of votes cast fell short of the required two-thirds. AI summary

PRE 14A 2026-10-05 For: 2026-10-05

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Added on October 22, 2026

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TIME AND DATE		[●] [a.m./p.m.], Eastern Time, on [November 13], 2026

PLACE		Exclusively online via live webcast at [www.proxydocs.com/KRSA]. There will be no physical location for the Special Meeting.

ITEMS OF BUSINESS		To consider and vote upon the three proposals described below and in the accompanying Proxy Statement.

RECORD DATE		Only shareholders of record at the close of business on [●], 2026 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

MEETING ADMISSION		To attend and participate in the Special Meeting, visit [www.proxydocs.com/KRSA] and enter the 12-digit control number included on your proxy card or on the voting instruction form provided by your broker, bank or other nominee. Online check-in will begin approximately 15 minutes before the meeting begins.

VOTING BY PROXY		Whether or not you plan to attend the Special Meeting, please vote as promptly as possible over the Internet or by telephone, or by completing, signing, dating and returning your proxy card, to ensure that your shares are represented and that a quorum is present. Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on [November 12], 2026. If you hold your shares through a broker, bank or other nominee, please follow the voting instructions provided by that organization.


	PAGE
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS		i
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE REDOMESTICATION		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
THE SPECIAL MEETING		14
PROPOSAL NOS. 1 AND 2: THE REDOMESTICATION PROPOSAL		20
PROPOSAL NO. 3: THE ADJOURNMENT PROPOSAL		60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		62
HOUSEHOLDING OF PROXY MATERIALS		66
OTHER MATTERS		67
WHERE YOU CAN FIND MORE INFORMATION		68
ANNEX A: PLAN OF DOMESTICATION		A-1
ANNEX B: FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION		B-1
ANNEX C: FORM OF CERTIFICATE OF DESIGNATION OF SERIES A NON-VOTING CONVERTIBLE PREFERRED SHARES		C-1
ANNEX D: FORM OF CERTIFICATE OF DESIGNATION OF SERIES B NON-VOTING CONVERTIBLE PREFERRED SHARES		D-1
ANNEX E: REDOMESTICATION RESOLUTIONS		E-1


PROPOSAL	VOTE REQUIRED	EFFECT OF ABSTENTIONS	EFFECT OF BROKER NON-VOTES (IF ANY) AND FAILURES TO VOTE

No. 1: Domestication Proposal	Not less than two-thirds of the shares entitled to vote on the subject matter	Same effect as a vote “AGAINST”	Same effect as a vote “AGAINST”

No. 2: Continuation and Cayman Articles Proposal	Not less than two-thirds of the votes properly cast	No effect (not counted as votes cast)	No effect (not counted as votes cast)

No. 3: Adjournment Proposal	Affirmative votes exceeding opposing votes	No effect (not counted as votes cast)	No effect (not counted as votes cast)


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY

Organizational Documents	The rights of Massachusetts Corporation shareholders are governed by the Massachusetts Articles, the Massachusetts Bylaws and the MBCA.	The rights of Cayman Company shareholders will be governed by the Cayman Articles, the Companies Act and the common law of the Cayman Islands.

Authorized Capital Stock	The Massachusetts Corporation is authorized to issue two classes of capital stock which are designated, respectively, “common stock” and “preferred stock.” The total number of shares that the Massachusetts Corporation is authorized to issue is 800,000,000, of which 700,000,000 shares are	The authorized share capital of the Cayman Company under the Cayman Articles is US$80,000 divided into 700,000,000 “ordinary shares,” having a par value of US$0.0001 per share, and 100,000,000 “preferred shares,” having a par value of US$0.0001 per share. The Cayman Company


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	common stock, each having no par value per share, and 100,000,000 shares are preferred stock, each having no par value per share. The preferred stock may be issued from time to time in one or more series. The number of authorized shares of Massachusetts Corporation preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Massachusetts Corporation entitled to vote thereon, without a separate vote of the holders of the preferred stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of preferred stock.	may increase its authorized share capital through an ordinary resolution passed by the affirmative vote of a simple majority of the votes cast at a general meeting (an “ordinary resolution”).

Common Stock	The Massachusetts Corporation’s authorized common stock consists of 700,000,000 shares of common stock, no par value per share. Each holder of a share of Massachusetts Corporation common stock is entitled to one vote for each such share held of record on the applicable record date on each matter properly submitted to the shareholders for their vote.	The Cayman Company’s authorized Cayman Shares will consist of 700,000,000 Cayman Shares, par value US$0.0001 per share. Each holder of Cayman Shares will carry the right to receive notice of, to attend and to vote at any Cayman Company general meeting.

Preferred Stock	Massachusetts Corporation preferred stock consists of 100,000,000 shares of preferred stock, each having no par value per share. The voting rights of preferred shareholders can vary depending on the series of preferred stock issued. The Massachusetts Corporation’s board of directors (the “Massachusetts Corporation Board”) is authorized to determine the voting powers, full or limited, or no voting powers for each series of preferred stock. 500,000	The Cayman Company’s authorized preferred shares will consist of 100,000,000 preferred shares, par value US$0.0001 per share. The Cayman Articles will provide that, whenever the capital of the Cayman Company is divided into different classes (and as otherwise determined by the board of directors), the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be materially adversely varied or abrogated with the


		MASSACHUSETTS CORPORATION		CAYMAN COMPANY
		shares of Massachusetts Corporation preferred stock are designated as Series A Convertible Preferred Stock (“Massachusetts Series A Preferred Stock”) pursuant to articles of amendment to the Massachusetts Articles (the “Massachusetts Series A Articles of Amendment”). Holders of Massachusetts Series A Preferred Stock are not entitled to vote at any meetings of Massachusetts Corporation shareholders. Each share of Massachusetts Series A Preferred Stock is convertible into one share of Massachusetts Corporation common stock. In connection with the closing of the Merger, the Massachusetts Corporation Board designated 4,222 shares of undesignated preferred stock as Series B Non-Voting Convertible Preferred Stock (“Massachusetts Series B Preferred Stock”) pursuant to articles of amendment to the Massachusetts Articles filed with the Secretary of the Commonwealth (the “Massachusetts Series B Articles of Amendment”). As of the Record Date, [4,222] shares of Massachusetts Series B Preferred Stock were issued and outstanding. Except as otherwise required by the Massachusetts Series B Articles of Amendment or law, the Massachusetts Series B Preferred Stock does not have voting rights. The Massachusetts Series B Articles of Amendment provides for certain voting rights in relation to the election of directors as discussed under “Structure of Board of Directors; Term of Directors; Election of Directors” below. As long as shares of Massachusetts Series B Preferred Stock are outstanding, the Massachusetts Corporation		consent in writing of the holders of a simple majority of the issued Cayman Shares or preferred shares of the relevant class, or with the sanction of a resolution passed at a separate meeting of the holders of the Cayman Shares or preferred shares of such class by a simple majority of the votes cast at such a meeting. The directors may vary the rights attaching to any class without the consent or approval of shareholders; provided that the rights will not, in the determination of the directors, be materially adversely varied or abrogated by such action. The Cayman Articles will also provide that the rights conferred upon the holders of the Cayman Shares or preferred shares of any class shall not, unless otherwise expressly provided by the terms of issue of the relevant class, be deemed to be materially adversely varied or abrogated by the creation, allotment or issue of Cayman Shares or preferred shares ranking pari passu with them, subsequent to them, with preferred rights (including enhanced voting rights) or the redemption or purchase of any of the relevant class by the Cayman Company. The Cayman Company’s board of directors (the “Cayman Company Board”) will designate 500,000 preferred shares as Series A Non-Voting Convertible Preferred Shares (the “Cayman Series A Preferred Shares”) through a certificate of designation in the form attached as Annex C to this proxy statement (the “Cayman Series A Certificate of Designation”). Except as otherwise provided for in the Cayman Articles, the Cayman Series A Certificate of Designation or at law, a holder of Cayman Series A Preferred Shares will not have voting rights. Upon


		MASSACHUSETTS CORPORATION		CAYMAN COMPANY
		will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Massachusetts Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Massachusetts Series B Preferred Stock, (b) alter or amend the description of rights of the Massachusetts Series B Preferred Stock set forth in its articles of organization, (c) amend its articles of organization, bylaws or other charter documents in any manner that adversely affects any rights of the holders of Massachusetts Series B Preferred Stock, (d) file any articles of amendment, description of rights, preferences, limitations and relative rights of any series of Massachusetts Corporation preferred stock (as defined in the Massachusetts Series B Articles of Amendment), if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Massachusetts Series B Preferred Stock, (e) issue further shares of the Massachusetts Series B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Massachusetts Series B Preferred Stock, (f) at any time while at least 30% of the originally issued Massachusetts Series B Preferred Stock remains issued and outstanding, (i) consummate either (A) a Fundamental Transaction (as defined in the Massachusetts Series B Articles of Amendment) or (B) any merger or consolidation of the Massachusetts Corporation or other business combination in which the shareholders of the Massachusetts Corporation immediately before such		the effectiveness of the Redomestication and the Cayman Articles, the Cayman Company Board will designate [4,222] preferred shares as Series B Non-Voting Convertible Preferred Shares (the “Cayman Series B Preferred Shares”) through a certificate of designation in the form attached as Annex D to this proxy statement (the “Cayman Series B Certificate of Designation”). Except as otherwise provided for in the Cayman Articles, the Cayman Series B Certificate of Designation or at law, a holder of Cayman Series B Preferred Shares will not have voting rights other than in relation to the election of directors as discussed under “Structure of Board of Directors; Term of Directors; Election of Directors” below. In addition, as long as any Cayman Series B Preferred Shares are issued and outstanding, the Cayman Company will not, without the affirmative vote of the holders of a simple majority of the then issued and outstanding Cayman Series B Preferred Shares: (a) alter or change adversely the powers, preferences or rights given to the Cayman Series B Preferred Shares, or alter or amend the rights, powers, preferences and other terms of the Cayman Series B Preferred Shares set forth in the Cayman Series B Certificate of Designation, amend or repeal any provision of, or add any provision to, the Cayman Articles and the Cayman Series B Certificate of Designation, or file any articles of amendment, description of rights, preferences, limitations and relative rights of any series of Preferred Shares (as defined in the Cayman Series B Certificate of Designation), if such action would


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	transaction do not hold at least a majority of the capital stock of the Massachusetts Corporation immediately after such transaction, (ii) increase the size of the Massachusetts Corporation Board, (iii) adopt, amend or repeal any written delegation of authority policy, corporate authority matrix or similar document, framework or schedule unless approved by the unanimous vote of the Massachusetts Corporation Board, or (iv) retain or replace the Massachusetts Corporation’s registered independent public accounting firm, independent compensation consultant or corporate counsel, or (g) enter into any agreement with respect to any of the foregoing. Each share of Massachusetts Series B Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into 1,000 shares of Massachusetts Corporation common stock, subject to certain limitations, including that a holder of Massachusetts Series B Preferred Stock is prohibited from converting shares of Massachusetts Series B Preferred Stock into shares of Massachusetts Corporation common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (initially set at 19.99%) of the total number of shares of Massachusetts Corporation common stock issued and outstanding immediately after giving effect to such conversion.	adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Cayman Series B Preferred Shares, (b) issue further Cayman Series B Preferred Shares or increase or decrease (other than by conversion) the number of authorized Cayman Series B Preferred Shares, (c) at any time while at least 30% of the originally issued Cayman Series B Preferred Shares remains issued and outstanding, (i) consummate either (A) a Fundamental Transaction (as defined in the Cayman Series B Certificate of Designation) or (B) any merger or consolidation of the Cayman Company or other business combination in which the shareholders of the Cayman Company immediately before such transaction do not hold at least a majority of the shares in the capital of the Cayman Company immediately after such transaction, (ii) increase the size of the Cayman Company Board, (iii) adopt, amend or repeal any written delegation of authority policy, corporate authority matrix or similar document, framework or schedule unless approved by the unanimous vote of the Cayman Company Board, or (iv) retain or replace the Cayman Company’s registered independent public accounting firm, independent compensation consultant or corporate counsel, or (d) enter into any agreement with respect to any of the foregoing.

Number and Qualification of Directors	The number of Massachusetts Corporation directors shall be not less than three directors and may be increased or decreased to a size fixed exclusively by vote of a majority of the directors then	The size of the Cayman Company Board will be fixed by the Cayman Company Board and may be increased or decreased at any time by the affirmative vote of a simple majority of the voting


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	serving. No decrease in the authorized number of directors constituting the Massachusetts Corporation Board will shorten the term of any incumbent director. Directors need not be shareholders of the Massachusetts Corporation. The Massachusetts Corporation Board currently consists of six members.	power of the Cayman Company Board present, or in accordance with terms set out in the Cayman Articles. No decrease in the authorized number of directors constituting the Cayman Company Board will shorten the term of any incumbent director. Directors need not be shareholders of the Cayman Company. The Cayman Company Board is expected to consist of six members.

Structure of Board of Directors; Term of Directors; Election of Directors	At each annual meeting of shareholders, directors are elected for a term set to expire at the next annual meeting of shareholders. Notwithstanding the foregoing, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Except as otherwise provided by statute, the Massachusetts Articles or the Massachusetts Bylaws, when a quorum is present, (i) in the event there are at least as many directorships as nominees, directors shall be elected by a majority of the votes properly cast and entitled to vote generally on the election of directors or (ii) in the event there are more nominees than directorships, directors shall be elected by a plurality of the votes properly cast and entitled to vote generally on the election of directors. At all times when at least 30% of the originally issued Massachusetts Series B Preferred Stock remains issued and outstanding: (i) the holders of Massachusetts Series B Preferred Stock, exclusively and voting together as a separate class on an as-converted to common stock basis, are entitled to elect four directors (“Massachusetts Preferred Directors”); and (ii) the holders of Massachusetts	The Cayman Company Board will be divided into three classes designated as: Class I, Class II, and Class III. The Cayman Company Board will be authorized to assign directors already in office to such classes in accordance with a resolution or resolutions adopted by the Cayman Company Board. At the first annual general meeting of shareholders following the date of adoption of the Cayman Articles, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual general meeting of shareholders following the date of adoption of the Cayman Articles, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual general meeting of shareholders following the date of adoption of the Cayman Articles, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual general meeting of shareholders, directors shall be elected for a full term of three years to succeed the directors of the particular class whose terms expire at such annual general meeting. Notwithstanding


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	Corporation common stock and of any other class or series of voting stock (including the Massachusetts Series B Preferred Stock), exclusively and voting together as a single class on an as-converted to common stock basis, are entitled to elect the balance of the total number of directors of the Massachusetts Corporation. Each Massachusetts Preferred Director is entitled to three votes on each matter presented to the Massachusetts Corporation Board.	the foregoing provisions, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Any election of directors by shareholders shall be determined by a plurality of the votes properly cast on the election of directors. At all times when at least 30% of the originally issued Cayman Series B Preferred Shares remains issued and outstanding: (i) the holders of record of the Cayman Series B Preferred Shares, exclusively and voting together as a separate class on an as-converted to Cayman Shares basis, shall be entitled to elect four directors (“Cayman Preferred Directors”); and (ii) the holders of the Cayman Shares and of any other class or series of voting shares (including the Cayman Series B Preferred Shares), exclusively and voting together as a single class on an as-converted to Cayman Shares basis, shall be entitled to elect the balance of the total number of directors of the Cayman Company; provided, however, that the Cayman Preferred Directors in office immediately following the Redomestication will be the Massachusetts Preferred Directors in office immediately prior to the Redomestication, who will continue in office by operation of the Plan of Domestication without any appointment by the Cayman Company Board or separate action by the holders of Cayman Series B Preferred Shares. Each Cayman Preferred Director shall be entitled to three votes on each matter presented to the Cayman Company Board.

Removal of Directors	Subject to the rights of the holders of any series of preferred stock, at any special meeting of	Subject to the rights and restrictions of holders of any series of preferred shares to


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	Massachusetts Corporation shareholders called at least in part for such purpose, any director may, by the affirmative vote of the holders of at least a majority of the shares entitled to vote for the election of directors, be removed for cause. The Massachusetts Corporation Board may remove any director or directors, for cause, at a meeting of the Massachusetts Corporation Board by vote of a majority of directors then in office. Any Massachusetts Preferred Director may be removed without cause only by the affirmative vote of the holders of a majority of the Massachusetts Series B Preferred Stock.	remove directors specified by the Cayman Articles or any certificate of designation, any individual director or the Cayman Company Board may only be removed with cause by an ordinary resolution. In addition, the Cayman Company Board is authorized to remove any director or directors, for cause, by the affirmative vote of a simple majority of directors present or in accordance with the terms set out in the Cayman Articles. At all times when at least 30% of the originally issued Cayman Series B Preferred Shares remains issued and outstanding, any Cayman Preferred Director may be removed without cause only by the affirmative vote of the holders of a majority of the Cayman Series B Preferred Shares, given either at a special meeting of such shareholders duly called for that purpose or pursuant to a written consent of shareholders.

Vacancies on the Board of Directors	Subject to the rights of the holders of any series of preferred stock, any vacancies on the Massachusetts Corporation Board resulting from death, resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Massachusetts Corporation Board, and not by the shareholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. At all times when at least 30% of the originally issued	Subject to the rights of the holders of any series of preferred shares, including pursuant to any certificate of designation, any vacancies on the Cayman Company Board resulting from death, resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of directors, shall, unless the Cayman Company Board determines by resolution that any such vacancies or newly created directorships shall be filled by the shareholders as permitted in accordance with the Cayman Articles and any certificate of designation, be filled only by the affirmative vote of a simple majority of the voting power of the directors present, or by unanimous written consent of all directors, or by a sole remaining director and not by the


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	Massachusetts Series B Preferred Stock remains issued and outstanding, any vacancies of a Massachusetts Preferred Director directorship resulting from death, resignation, disqualification, removal, or other causes shall be filled by the affirmative vote of the holders of a majority of the Massachusetts Series B Preferred Stock.	shareholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. If the holders of the Cayman Series B Preferred Shares fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect pursuant to the Cayman Series B Certificate of Designation, then any directorship not so filled shall remain vacant until such time as the holders ofthe Cayman Series B Preferred Shares fill such directorship in accordance with the Cayman Series B Certificate of Designation.

Shareholder Action by Written Consent	Any action required or permitted to be taken by the Massachusetts Corporation shareholders may be taken without a meeting if evidenced by consents signed by all Massachusetts Corporation shareholders entitled to vote on the matter.	A resolution in writing signed by all the shareholders entitled to receive notice of and to attend and vote at general meetings of the Cayman Company (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Cayman Company duly convened and held for the purposes of passing a special resolution or an ordinary resolution.

Quorum	Except where otherwise provided by statute or by the Massachusetts Articles or the Massachusetts Bylaws, at any meeting of Massachusetts Corporation shareholders, a majority of the votes entitled to be cast on a matter by a voting group shall constitute a quorum with respect to that voting group for action on that matter. In the absence of a quorum, any meeting of shareholders may be adjourned,	At all meetings of shareholders, except where otherwise provided by the Cayman Articles or any certificate of designation, the holders of record of one-third of the issued and outstanding shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of shareholders. If less than a quorum is present at a meeting, the holders of shares representing a simple majority of


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	from time to time, either by the chairperson of the meeting or by a majority of the votes cast on the matter.	the voting power present at the meeting or the presiding officer or chairman may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided for in the Cayman Articles. A meeting will be adjourned until a quorum is present. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

Special Meetings of Shareholders	Special meetings of the Massachusetts Corporation shareholders may be called, for any purpose as is a proper matter for shareholder action under the Massachusetts Articles, the Massachusetts Bylaws and the MBCA, by (i) subject to certain conditions, holders of at least forty percent (40%) of all the votes entitled to be cast on any issue to be considered at the proposed special meeting, or (ii) the Massachusetts Corporation Board pursuant to a resolution adopted by a majority of the directors at a meeting of directors where a quorum is present or by unanimous written consent of the Massachusetts Corporation Board. The Massachusetts Corporation Board or an officer designated by the Massachusetts Corporation Board shall determine the time and place of such special meeting. Upon determination of the time and place of the meeting, the Massachusetts Corporation secretary shall cause a notice of meeting to be given to the Massachusetts Corporation shareholders entitled to vote, in accordance with the Massachusetts Bylaws. No business may be transacted at such special meeting other than the	Subject to certain conditions set forth in the Cayman Articles, general meetings of the Cayman Company may be called, for any purpose as is a proper matter for shareholder action under Cayman Islands law, by (i) the Cayman Company Board or (ii) the holders of at least 40% of all the votes entitled to be cast on any issue to be considered at the proposed general meeting delivered to an executive officer of the Cayman Company at the principal executive offices of the Cayman Company. The Cayman Company Board shall determine the date, time, and place (and, if the general meeting is to be a hybrid meeting or an electronic meeting, the details of the electronic facilities for attendance and participation by electronic means at the general meeting) of such meeting, if any. Upon such determination, the Cayman Company Board or executive officer of the Cayman Company shall cause a notice of general meeting to be given to the Cayman Company shareholders entitled to vote, in accordance with the Cayman Articles.


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	business specified in the notice of meeting. Special meetings called by Massachusetts Corporation shareholders will be scheduled not fewer than sixty (60) nor more than ninety (90) days after the date of delivery of a written request to the Massachusetts Corporation secretary for such meeting to be called by shareholders holding at least forty percent (40%) of the votes entitled to be cast on any issue to be considered at the proposed special meeting, subject to certain conditions in the Massachusetts Bylaws.

Notice of Shareholder Meetings	Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of Massachusetts Corporation shareholders shall be given not less than seven (7) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. Notice of any special meeting requested by Massachusetts Corporation shareholders in accordance with the Massachusetts Bylaws shall be given in writing or electronic transmission within thirty (30) days of the date of delivery of a written request for such special meeting to be called. Notice delivered to Massachusetts Corporation shareholders of shareholder meetings will specify the date, place and time of such meeting and the purposes of such meeting.	Except as otherwise provided by law, a notice of each meeting of shareholders stating the time, date and place of such meeting (and, if the meeting is to be a hybrid meeting or an electronic meeting, the details of the electronic facilities for attendance and participation by electronic means at the meeting) by which shareholders and proxy holders may be deemed to be present in person and vote at any such meeting shall be given not less than seven (7) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting as of the record date for such meeting, such notice to specify, in the case of general meetings, the business, purpose or purposes for which the meeting has been called. No business may be transacted at an annual general meeting otherwise than specified in the notice of annual general meeting. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any shareholder shall not invalidate the proceedings at any meeting.


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
Advance Notice Requirements for Shareholder Proposals	Nominations of persons for election to the Massachusetts Corporation Board may be made at an annual meeting or special meeting of shareholders, and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders, by any Massachusetts Corporation shareholder who was a shareholder of record at the time of giving the shareholder’s notice, who is entitled to vote at the meeting and who complied with the notice procedures set forth in the Massachusetts Bylaws. Such notice must be received by the Massachusetts Corporation not later than the close of business on the ninetieth (90th) day and no earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting, in the case of an annual meeting nomination, and not later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Massachusetts Corporation Board to be elected at such meeting, in the case of a special meeting nomination.	Nominations of persons for election to the Cayman Company Board and the proposal of business to be considered by the shareholders may be made at an annual general meeting of shareholders: (i) pursuant to the Cayman Company’s notice of meeting of shareholders (with respect to business other than nominations); (ii) brought specifically by or at the direction of the Cayman Company Board; or (iii) by any shareholder of the Cayman Company who was a shareholder of record at the time of giving the shareholders’ notice provided for in the Cayman Articles, who is entitled to vote at the meeting and who complied with the notice procedures set forth in the Cayman Articles. Such notice must be received by the Cayman Company not later than the close of business on the ninetieth day and no earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, not later than the close of business on the later of the ninetieth day prior to such meeting or the tenth day following the day on which public announcement is first made of the date of such meeting. For director nominations or other business to be properly brought before an annual general meeting by a shareholder, the shareholder must (i) have given Timely Notice (as defined in the Cayman Articles) in writing and (ii) comply with the requirements in the Cayman Articles as to the contents of the Timely Notice.

Amendment of Articles of Organization and Memorandum of Association	The Massachusetts Articles may be amended by the affirmative vote of the majority of the	The Cayman Articles will consist of a memorandum of association and articles of association. Subject


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	outstanding shares of capital stock entitled to vote on such amendment at a duly constituted meeting of shareholders called expressly for such purpose.	to the Companies Act and the rights attaching to the various classes, including pursuant to any certificate of designation, the Cayman Company may at any time and from time to time, by (i) a majority of not less than two-thirds of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Cayman Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and, where a poll is taken, regard shall be had in computing a majority to the number of votes to which each shareholder is entitled, or (ii) a resolution approved in writing by all of the shareholders entitled to vote at a general meeting of the Cayman Company in one or more instruments each signed by one or more of the shareholders (a “special resolution”), alter or amend the memorandum of association and articles of association forming a part of the Cayman Articles, in whole or in part.

Amendment of Bylaws and Articles of Association	Except as otherwise provided by law, the Massachusetts Bylaws may be adopted, amended, or repealed by the Massachusetts Corporation Board. Any adoption, amendment, or repeal of the Massachusetts Bylaws by the Massachusetts Corporation Board must be effected pursuant to a resolution adopted by a majority of the directors at a meeting of directors where a quorum is present or by unanimous written consent of the Massachusetts Corporation Board. The Massachusetts Bylaws may also be adopted, amended, or repealed by the shareholders, with votes	The Cayman Articles will consist of a memorandum of association and articles of association. Subject to the Companies Act and the rights attaching to the various classes, including pursuant to any certificate of designation, the Cayman Company may at any time and from time to time by special resolution alter or amend the articles of association forming a part of the Cayman Articles in whole or in part.


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	cast in favor representing a majority of the votes entitled to be cast on the matter.

Limitation on Director and Officer Liability	Directors shall not be liable to the Massachusetts Corporation or its shareholders for damages for any breach of fiduciary duty, except to the extent that the elimination or limitation of liability is not permitted under law.	The Companies Act does not restrict the authority of a Cayman exempted company to indemnify its directors, officers, employees, or agents. The Cayman Articles provide that no Indemnified Person (as defined below) shall be liable: (a) for the acts, receipts, neglects, defaults or omissions of any other director or officer or agent of the Cayman Company; or (b) for any loss on account of defect of title to any property of the Cayman Company; or (c) on account of the insufficiency of any security in or upon which any money of the Cayman Company shall be invested; or (d) for any loss incurred through any bank, broker or other similar Person; or (e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or (f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution of discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto; unless the same shall happen through such Indemnified Person’s own actual fraud, willful default or willful neglect as determined by a court of competent jurisdiction.

Indemnification	The Massachusetts Corporation will indemnify and hold harmless its directors and officers from and against any and all claims and liabilities to which he or she may be or become subject by reason of being or having been a director or officer of the Massachusetts Corporation or by reason of	The Cayman Articles provide that, to the fullest extent permitted by law, every director (including any alternate director appointed pursuant to the provisions of the Cayman Articles), secretary, assistant secretary, or other officer (but not including the Cayman Company’s auditors) and the


		MASSACHUSETTS CORPORATION		CAYMAN COMPANY
		alleged acts or omissions as a director or officer of the Massachusetts Corporation, in each case, to the fullest extent permitted by applicable law, and will reimburse each such officer and director for any and all legal and other expenses reasonably incurred in connection with such claims, whether or not such person has ceased to be a director or officer at or prior to the time such person is indemnified, held harmless or reimbursed. These obligations to indemnify, hold harmless and reimburse directors and officers include payment by the Massachusetts Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding. The Massachusetts Corporation will also indemnify and hold harmless persons who serve at the Massachusetts Corporation’s express written request as directors or officers of another organization, if such entity fails, directly or through insurance, to cover such costs and expenses; provided that, such other entity will be the full indemnitor or insurer of first resort for any such liabilities, expenses or other losses and only thereafter will the Massachusetts Corporation be required to pay indemnification or advancement of any such liabilities, expenses or other losses. The rights conferred on any person by the Massachusetts Articles will be in addition to and not exclusive of any other rights to which any officer or director of the Massachusetts Corporation may otherwise be lawfully entitled.		personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets and funds of the Cayman Company against all actions or proceedings whether threatened, pending or completed, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own actual fraud, willful default or willful neglect as determined by a court of competent jurisdiction, (i) in or about the conduct of the Cayman Company’s business or affairs (including as a result of any mistake of judgment), (ii) in the execution or discharge of his or her duties, powers, authorities or discretions, or (iii) in respect of any actions or activities undertaken by an Indemnified Person provided for and in accordance with the provisions set out above (inclusive) including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending or otherwise being involved in (whether successfully or otherwise) any civil proceedings concerning the Cayman Company or its affairs in any court whether in the Cayman Islands or elsewhere. Each shareholder waives any claim or right of action they might have, whether individually or by or in the right of the Cayman Company, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his or her duties with or for the Cayman Company;


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
		provided that such waiver shall not extend to any matter in respect of any actual fraud, willful default or willful neglect which may attach to such director or officer. The Cayman Company will pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under the Cayman Articles or otherwise. The rights to indemnification and advancement of expenses conferred on any Indemnified Person as set out above will not be exclusive of any other rights that any Indemnified Person may have or hereafter acquire pursuant to an agreement with the Cayman Company or otherwise.

Conversion Rights	Massachusetts Corporation common stock is neither convertible nor redeemable. Holders of Massachusetts Series A Preferred Stock have the right to convert such shares into shares of Massachusetts Corporation common stock at any time at a ratio of 1 share of Massachusetts Series A Preferred Stock to 1 share of Massachusetts Corporation common stock. Holders of Massachusetts Series B Preferred Stock have the right to convert such shares into Massachusetts Corporation common stock at any time at a ratio of 1 share of Massachusetts Series B Preferred Stock to 1,000 shares of Massachusetts	In accordance with the Cayman Series A Certificate of Designation, each Cayman Series A Preferred Share then issued and outstanding shall be convertible, at any time and from time to time, at the option of the holder thereof, at a ratio of 1 Cayman Series A Preferred Share to 1 Cayman Share, subject to adjustment for share splits, combinations and similar events provided for in the Cayman Series A Certificate of Designation. In accordance with the Cayman Series B Certificate of Designation, each Cayman Series B Preferred Share then issued and outstanding shall be convertible, at any time and from time to time, at the option of the holder thereof, at


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
	Corporation common stock, subject to certain limitations, including that a holder of Massachusetts Series B Preferred Stock is prohibited from converting shares of Massachusetts Series B Preferred Stock into shares of Massachusetts Corporation common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (initially set at 19.99%) of the total number of shares of Massachusetts Corporation common stock issued and outstanding immediately after giving effect to such conversion.	a ratio of 1 Cayman Series B Preferred Share to 1,000 Cayman Shares, subject to certain limitations, including that a holder of Cayman Series B Preferred Shares will be prohibited from converting Cayman Series B Preferred Shares into Cayman Shares if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (initially set at 19.99%) of the total number of Cayman Shares issued and outstanding immediately after giving effect to such conversion.

Preemptive Rights	Massachusetts Corporation shareholders do not have preemptive rights. Thus, if additional shares of Massachusetts Corporation common stock are issued, the current holders of Massachusetts Corporation common stock will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.	Cayman Company shareholders will not have preemptive rights. Thus, if additional Cayman Shares are issued, the current holders of Cayman Shares will own a proportionately smaller interest in a larger number of outstanding Cayman Shares to the extent that they do not participate in the additional issuance.

Distributions to Shareholders	Subject to preferences that may be applicable to any outstanding shares of Massachusetts Corporation preferred stock, the holders of Massachusetts Corporation common stock are entitled to receive ratably such dividends as may be declared by the Massachusetts Corporation Board out of legally available funds.	Subject to the Companies Act, the Cayman Articles, and any certificate of designation, and except as otherwise provided by the rights attached to any shares, the directors may resolve to declare dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the dividends or other distributions out of the funds of the Cayman Company lawfully available therefor. All dividends shall be declared and paid according to the amounts paid up on the Cayman Shares, but if and for so long as nothing is paid up on any of the Cayman Shares, dividends may be


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY
		declared and paid according to the par value of the Cayman Shares. Dividends may be paid in cash, in property, or in shares. A Cayman Islands company may only make distributions by way of a dividend out of its profits, retained earnings, and/or share premium account. Where dividends are paid from share premium, a statutory solvency test applies immediately following payment such that the company shall be able to pay its debts as they fall due in the ordinary course of business. Where dividends are paid from profits or retained earnings, directors are also required to assess solvency, although the test is not expressly set out in the Companies Act.

Exclusive Forum	The Massachusetts Articles provide that, unless the Massachusetts Corporation Board consents in writing to the selection of an alternative forum, a state or federal court located within the Commonwealth of Massachusetts shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Massachusetts Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Massachusetts Corporation to the Massachusetts Corporation or its shareholders; (iii) any action asserting a claim against the Massachusetts Corporation arising pursuant to any provision of the MBCA or any successor statute; or (iv) any action asserting a claim against the Massachusetts Corporation governed by the internal affairs doctrine.	The Cayman Articles will provide that, unless the Cayman Company consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Cayman Articles or otherwise related in any way to each member’s shareholding in the Cayman Company, including but not limited to: (a) any derivative action or proceeding brought on behalf of the Cayman Company; (b) any action asserting a claim of breach of any fiduciary or other duty owed by any current or former director, officer, or other employee of the Cayman Company to the Cayman Company or the members; (c) any action asserting a claim arising pursuant to any provision of the Companies Act or the Cayman Articles; or (d) any action asserting a claim against the Cayman Company concerning its internal affairs.


	MASSACHUSETTS CORPORATION	CAYMAN COMPANY

Registration Rights	Other than pursuant to the registration rights agreement described below, Massachusetts Corporation shareholders do not have any registration rights. In connection with the Merger, the Massachusetts Corporation entered into a registration rights agreement with the investors participating in the private placement financing that closed concurrently with the Merger, pursuant to which, among other things, the Massachusetts Corporation agreed to prepare and file a resale registration statement covering the resale of certain shares of Massachusetts Corporation common stock within 30 business days of the closing of the Merger pursuant to Rule 415 and to use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act. The registration rights agreement also provides that the Massachusetts Corporation will pay certain expenses relating to such registrations and indemnify the applicable securityholders against certain liabilities.	Following the Redomestication, the Cayman Company will have comparable obligations pursuant to the registration rights agreement.

Stock Transfer Restrictions Applicable to Shareholders	Shares of Massachusetts Corporation common stock are transferable in the manner prescribed by the MBCA.	Transfer of Cayman Shares in record form may be subject to the restrictions that may be set out from time to time in the Cayman Articles, including, without limitation, the receipt of an instrument of transfer in such form as the directors may in their absolute discretion approve and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer.


NAME OF BENEFICIAL OWNER	NUMBER OF SHARES BENEFICIALLY OWNED		PERCENTAGE OF SHARES OUTSTANDING BENEFICIALLY OWNED
5% or Greater Shareholders
Entities Affiliated with Fairmount⁽¹⁾		9,103,729		19.99%
Entities Affiliated with Venrock Healthcare Capital Partners⁽²⁾		4,549,585		9.99%
Entities Affiliated with TCGX⁽³⁾		4,549,587		9.99%
Entities Affiliated with Wellington Management⁽⁴⁾		2,974,731		6.53%
FMR LLC⁽⁵⁾		2,631,058		5.78%
Entities Affiliated with J.P. Morgan Life Sciences Private Capital⁽⁶⁾		2,687,914		5.90%
Entities Affiliated with Janus Henderson Investors⁽⁷⁾		2,344,819		5.15%


CLAUSE	PAGE
TABLE A		B-5
INTERPRETATION		B-5
PRELIMINARY		B-8
SHAREHOLDER MEETINGS		B-9


Date to Effect Conversion:

Number of Series B Non-Voting Preferred Shares owned prior to Conversion:

Number of Series B Non-Voting Preferred Shares to be Converted:

Number of Ordinary Shares to be Issued:

Address for delivery of physical certificates:


		Korsana Biosciences, Inc. Special Meeting of Stockholders


PROPOSAL	YOUR VOTE			BOARD OF DIRECTORS RECOMMENDS

	FOR	AGAINST	ABSTAIN
1. To approve the redomestication of Korsana from the Commonwealth of Massachusetts to the Cayman Islands by domestication and to adopt the Redomestication Resolutions, attached as Annex E to accompanying proxy statement.	☐	☐	☐	FOR

2. To approve (i) the redomestication of Korsana from the Commonwealth of Massachusetts to the Cayman Islands by way of continuation and the approval of the Redomestication Resolutions and (ii) as a special resolution for the purposes of Cayman Islands law, the adoption of the memorandum and articles of association of Korsana, substantially in the form attached as Annex B to the accompanying proxy statement.	☐	☐	☐	FOR

3. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there is not a sufficient number of votes in favor of the Domestication Proposal and the Continuation and Cayman Articles Proposal.	☐	☐	☐	FOR



Signature (and Title if applicable)	Date	Signature (if held jointly)	Date