Quince Therapeutics Stockholders Approve 2026 Equity Plans and Increase Authorized Shares

Quince Therapeutics, Inc. held a special meeting of stockholders on October 6, 2026, to consider and approve several corporate actions. The meeting was attended by 611,465 shares of common stock, representing 60% of the 1,017,063 shares outstanding as of the record date.

Stockholders approved the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). The plan has an initial share reserve of 821,872 shares of common stock. Additionally, the reserve includes up to 1,377,845 shares of common stock that were subject to outstanding stock awards under the Company’s 2019 Equity Incentive Plan, the Novesto Inc. 2019 Equity Incentive Plan, the Company’s 2022 Inducement Plan, the Orphai Therapeutics Inc. 2026 Stock Incentive Plan, and the Orphai Therapeutics Inc. 2013 Employee, Director and Consultant Equity Incentive Plan. The number of shares reserved for issuance under the 2026 Plan will automatically increase on January 1 of each year from 2027 through 2036, by an amount equal to 5% of the total number of shares of common stock outstanding plus all shares issuable upon the exercise of pre-funded warrants on December 31 of the preceding year, or a lesser number determined by the Board.

Stockholders also approved the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The plan has an initial share reserve of 142,045 shares of common stock. The reserve will automatically increase on January 1 of each calendar year from 2027 through 2036, by the lesser of 1% of the total number of shares of common stock outstanding plus all shares issuable upon the exercise of pre-funded warrants on December 31 of the preceding calendar year, or a number of shares equal to two times the initial shares reserve.

At the meeting, stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 250,000,000 to 275,000,000. The amendment was filed with the Secretary of State of Delaware on October 6, 2026, and became effective on that date.

The meeting also addressed the issuance of shares of common stock upon the conversion of the Company’s Series C Non-Voting Convertible Preferred Stock and the exercise of warrants and options. Stockholders approved these issuances, which are subject to Nasdaq Listing Rule 5635.