Quince CEO Thye and COO Hannah file conditional resignations ahead of Orphai deal vote

Quince Therapeutics disclosed in an 8-K that Dirk Thye, the company's Chief Executive Officer, Chief Medical Officer and a board member, and Brendan Hannah, the company's Chief Operating Officer, Chief Business Officer and Chief Compliance Officer, submitted conditional resignations on July 29, 2026¹. The resignations take effect two business days after the company's Special Meeting of Stockholders, expected on September 25, 2026, and only if stockholders approve three proposals¹ at that meeting.

Those proposals include a Conversion Proposal to approve share issuance tied to conversion of Series C Preferred Stock and warrant exercises from the Orphai acquisition and related private placement, which would exceed 20% of outstanding shares under Nasdaq rules; a Minimum Price Proposal covering the PIPE-related shares and warrants; and an Authorized Share Proposal to raise authorized common stock from 250,000,000 to 275,000,000 shares¹. Further detail on these proposals appears in the company's preliminary proxy statement filed with the SEC on July 31, 2026¹.

Despite the resignations, both Thye and Hannah remain eligible for previously disclosed retention bonuses and any severance under their current agreements, provided they stay employed through the Special Meeting date¹.

The board also approved conditional successor appointments effective at the same time: Brigette Roberts as Chief Executive Officer¹, John Militello as Chief Financial Officer¹, and Keith Fandrick as Chief Operating Officer¹.

Separately, the board approved reducing its size from five directors to four immediately once Thye's resignation takes effect¹, and the company said it continues to evaluate candidates to fill an independent director seat¹.