IRulya Therapeutics (QNCX) Proxy filing summary

Executive summary

• Supplement updates expected Board and committee composition after the October 6, 2026 special meeting, conditional on approval of three proposals; existing Board recommendations remain unchanged.

Voting matters and shareholder proposals

• Required proposals seek approval for conversion-related share issuance exceeding 20% of outstanding common stock and potentially changing control under Nasdaq rules, private-placement share issuance under Nasdaq's minimum-price rule, and an increase in authorized common shares from 250 million to 275 million.

• June Bray, David Lamond and Christopher Senner tendered conditional resignations effective two business days after the meeting, contingent on approval of all three proposals.

Board of directors and corporate governance

• Conditional appointments effective at the same time as the resignations: Catherine Bonuccelli and James Valentine as Class I directors, Leone Patterson as Class III, and Drayton Wise as Class II.

• Patterson is expected to chair the Audit and Compensation committees; Bonuccelli is expected to join both. Valentine is expected to join Audit and chair Nominating and Corporate Governance; Wise is expected to join Nominating and Corporate Governance.

• Incoming directors bring experience in clinical drug development, public-company finance and audit, rare-disease regulation and law, and biopharmaceutical commercialization.