Quince Therapeutics (QNCX) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 2026 to approve key proposals following the acquisition of Orphai Therapeutics and a $115 million private placement, with significant changes to capital structure and management anticipated.

• Acquisition structured as a stock-for-stock transaction, resulting in Orphai and PIPE investors holding a combined 93.1% of the company on a fully diluted basis post-closing.

• Board recommends voting in favor of all proposals, including share issuances, equity plan approvals, and an increase in authorized shares.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series C Preferred Stock and 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: Approve amendment to increase authorized common shares from 250,000,000 to 275,000,000.

• Proposal 4: Approve the 2026 Equity Incentive Plan.

• Proposal 5: Approve the 2026 Employee Stock Purchase Plan.

• Proposal 6: Approve adjournment or postponement of the meeting to solicit additional votes if needed.

Board of directors and corporate governance

• Board size to be reduced from five to four directors upon effectiveness of management changes.

• New CEO, CFO, and COO to be appointed from Orphai's leadership, contingent on proposal approvals.

• Board continues to seek an additional independent director.