Quince Therapeutics, Inc. increased its authorized common stock from 250,000,000 to 275,000,000 shares following a special meeting of stockholders on October 6, 2026. The company filed the amendment to its Certificate of Incorporation with the Delaware Secretary of State on the same date, making it effective immediately.
Stockholders also approved the 2026 Equity Incentive Plan and the 2026 Employee Stock Purchase Plan at the meeting. The Board of Directors had previously approved both plans on July 29, 2026, and July 30, 2026, respectively, subject to stockholder ratification. The definitive proxy statement for these proposals was filed with the Securities and Exchange Commission on August 25, 2026.
The 2026 Equity Incentive Plan establishes an initial share reserve of 821,872 shares of common stock. This reserve may be supplemented by up to 1,377,845 additional shares from prior plans, including the 2019 Equity Incentive Plan and the Orphai Therapeutics Inc. 2013 Employee, Director and Consultant Equity Incentive Plan. These additional shares become available only if existing awards expire, are forfeited, or are reacquired for tax withholding. Beginning January 1, 2027, and continuing through January 1, 2036, the share reserve will automatically increase by an amount determined by the Board.
The 2026 Employee Stock Purchase Plan has an initial share reserve of 142,045 shares. Similar to the equity incentive plan, this reserve will increase annually from 2027 through 2036. The annual increase is capped at the lesser of a percentage of total outstanding shares plus pre-funded warrant shares, or two times the initial reserve. The Board retains the authority to reduce any such increase before it takes effect.
At the special meeting, stockholders voted on six proposals. Of the 1,017,063 shares outstanding as of the record date, 611,465 shares represented by proxy or present in person accounted for a 60% turnout. For Proposal No. 1, which concerned the issuance of shares upon conversion of Series C Non-Voting Convertible Preferred Stock and related options, holders of 162,971 shares were not entitled to vote in accordance with Nasdaq Listing Rule 5635(a). This proposal involved share issuances representing more than 20% of outstanding common stock and potential changes in control under Nasdaq rules. The voting results for this proposal reflect the exclusion of these ineligible shares from the count of votes cast in favor.