Quince Therapeutics stockholders approve share conversion tied to Orphai deal, equity plans
At an October 6, 2026 special meeting, Quince stockholders approved conversion of Series C Preferred Stock, a charter amendment raising authorized shares, and new 2026 equity plans.
Quince Therapeutics, Inc. held a special meeting of stockholders on October 6, 2026, where shareholders voted on six proposals. The Company held a special meeting of stockholders on October 6, 2026, at which stockholders voted on six proposals described in the proxy statement.1 Of the 1,017,063 shares of common stock outstanding as of the record date, 611,465 shares, or 60%, were present or represented by proxy.1
The central matter, Proposal No. 1, concerned approval of the issuance of common stock upon conversion of the Company's Series C Non-Voting Convertible Preferred Stock and exercise of related warrants and options tied to Orphai Therapeutics, LLC, which would represent more than 20% of outstanding common stock under Nasdaq Listing Rule 5635(a) and could, together with changes to management and the Board, result in a change of control under Nasdaq Listing Rule 5635(b).1 The vote was 180,550 for, 5,742 against, 671 abstained, with 261,531 broker non-votes, and the proposal was approved.1
Proposal No. 2, covering issuance of shares from conversion of Series C Preferred Stock and warrant exercises issued in a private placement under Nasdaq Listing Rule 5635(d), passed 343,517 for to 5,759 against, with 658 abstentions and 261,531 broker non-votes.1
Stockholders also approved an amendment to the Certificate of Incorporation increasing authorized common stock from 250,000,000 to 275,000,000 shares, filed with the Delaware Secretary of State and effective October 6, 2026.1
Additionally, stockholders approved the 2026 Equity Incentive Plan, with an initial share reserve of 821,872 shares plus up to 1,377,845 shares from prior plans including the Novesto Inc. 2019 Equity Incentive Plan and Orphai Therapeutics Inc. plans, and the 2026 Employee Stock Purchase Plan, with an initial reserve of 142,045 shares.1 Because sufficient votes existed to approve Proposals 1, 2, and 3, Proposal 6, a potential adjournment motion, was not presented.1
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