Quince Therapeutics Stockholders Approve PIPE, Share Increase and Equity Plans

Quince Therapeutics (NASDAQ:QNCX) stockholders approved five proposals at the company’s Oct. 6, 2026 special meeting, including measures related to the conversion of preferred stock, a private investment in public equity transaction, an increase in authorized common shares, and new equity compensation plans.

Dirk Thye, Quince’s Chief Executive Officer and Chief Medical Officer, called the virtual meeting to order and said the company had established a quorum. The company said notice of the special meeting was mailed on or about Aug. 26 to stockholders of record as of Aug. 24.

Stock Issuance Proposals Approved

Stockholders approved the company’s conversion proposal, which authorizes the issuance of common stock upon conversion of Series C Preferred Stock and the exercise of pre-funded warrants and/or PIPE options. According to the meeting agenda, the issuance is expected to represent more than 20% of Quince’s outstanding common stock under Nasdaq Listing Rule 5635(a) and, together with certain changes in management and on the board, result in a change of control under Nasdaq Listing Rule 5635(b).

Investors also approved the minimum-price proposal, authorizing the issuance of common shares upon conversion of PIPE preferred shares and exercise of PIPE warrants pursuant to Nasdaq Listing Rule 5635(d).

Authorized Shares, Equity Plans Also Receive Support

Stockholders approved an amendment to Quince’s certificate of incorporation to increase the number of authorized common shares to 275 million from 250 million.

The company also received approval for two employee equity-related programs:

  • The 2026 Equity Incentive Plan.
  • The 2026 Employee Stock Purchase Plan.

The sixth item on the agenda, which would have authorized an adjournment or postponement of the special meeting to solicit additional votes for the first three proposals if needed, was not presented. Thye said sufficient votes had already been received to approve the conversion, minimum-price and authorized-share proposals.

Final Results to Be Filed With SEC

Thye described the voting outcomes announced during the meeting as preliminary. Quince plans to report final voting results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission within four business days following the meeting.

The meeting was adjourned after the preliminary results were announced.

About Quince Therapeutics (NASDAQ:QNCX)

Quince Therapeutics, Inc is a clinical-stage biotechnology company focused on developing treatments for rare diseases. The company’s research centers on its erythrocyte-derived extracellular vesicle (EEV) platform, which uses patients’ red blood cells to encapsulate and deliver therapeutic compounds.

Quince’s lead investigational product is eDSP, formerly known as EryDex, an autologous red-blood-cell-based formulation of dexamethasone sodium phosphate being developed for ataxia-telangiectasia (A-T).