IRulya Therapeutics (QNCX) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 6, 2026, to vote on six key proposals related to recent acquisition and financing activities.

• Acquisition of Orphai Therapeutics completed in May 2026, with significant equity and warrant issuances and a $115 million private placement.

• Board unanimously recommends voting in favor of all proposals, which include changes to capital structure, management, and incentive plans.

• If approved, company name will change to IRulya Therapeutics Inc. and ticker to IRLA.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series C Preferred Stock, exercise of warrants and options, potentially resulting in a change of control under Nasdaq rules.

• Proposal 2: Approve issuance of common stock upon conversion of PIPE Preferred Shares and exercise of PIPE Warrants, possibly at a price below the Nasdaq minimum.

• Proposal 3: Amend certificate of incorporation to increase authorized common shares from 250M to 275M.

• Proposal 4: Approve 2026 Equity Incentive Plan, replacing prior plans and authorizing new equity awards.

• Proposal 5: Approve 2026 Employee Stock Purchase Plan for broad-based employee participation.

• Proposal 6: Approve adjournment/postponement of the meeting if more time is needed to solicit votes for Proposals 1-3.

Board of directors and corporate governance

• Board to reduce from five to four members upon CEO resignation; intends to appoint an independent director.

• New executive team to be appointed if proposals pass: Brigette Roberts as CEO, John Militello as CFO, Keith Fandrick as COO.

• Board and certain officers entered into support agreements to vote in favor of key proposals.