Quince Therapeutics Inc

Proposal No. 1 seeks shareholder approval to permit the issuance of common stock that will result from the automatic conversion of Series C Preferred Stock and from the exercise of related warrants and Orphai options issued in connection with the May 2026 Acquisition and PIPE financing. Management is pursuing this vote to comply with Nasdaq Listing Rule 5635(a), which requires stockholder approval where more than 20% of a Nasdaq-listed company’s common stock will be issued in an acquisition, and Nasdaq Listing Rule 5635(b), which addresses potential change-of-control implications following such issuances. If approved (and if Proposals 2 and 3 are likewise approved), conversion and exercise will be effectuated, making the Series C Preferred Stock convertible into approximately 10,987,728 common shares (subject to beneficial ownership blockers) and enabling warrants and assumed Orphai options to become exercisable. The Company emphasizes that failure to obtain approval could require cash settlement of Series C Preferred Stock after contractual deadlines, lead to repeated solicitation cycles, and could imperil Nasdaq listing or planned post-transaction governance changes. The Board’s recommendation reflects consideration of strategic financing benefits (including the $115M PIPE), preservation of Nasdaq listing continuity via the Nasdaq Listing Application, and the operational rationale for the Acquisition—principally advancing LAM-001 development—while acknowledging significant dilution to legacy holders. The proposal also contemplates attendant management and board changes conditioned on approval, including CEO and other executive appointments. Voting FOR principally enables the contemplated capital and governance structure that underpins the combined company’s financing and strategic plan; voting AGAINST would block conversion, maintain the Series C as non-convertible under Nasdaq rules, and could force cash settlements or repeated meetings with attendant costs and business disruption.

Proposal No. 2 asks stockholders to approve issuing common shares upon conversion of the PIPE Preferred Shares and upon exercise of the PIPE Warrants issued in the 2026 Private Placement under Nasdaq Listing Rule 5635(d). Management needs this approval because the effective price at which the Series C Preferred Shares convert to common (and the exercise price implications of the PIPE Warrants) could result in issuance at a price below Nasdaq’s Minimum Price thresholds (the lower of the prior trading-day closing price or the five-day average price), triggering the Nasdaq rule that requires shareholder approval for below-minimum-price issuances equal to 20% or more of outstanding shares. If approved (and if Proposals 1 and 3 are approved), the PIPE Preferred Shares (representing an as‑converted 7,498,447 common shares) and PIPE Warrants would be permitted to convert or be exercised (subject to beneficial ownership limits), enabling the company and new investors to realize the intended financing structure and access potential warrant proceeds. Management frames the request as necessary to preserve the financing economics of the PIPE and to avoid contractual or regulatory impediments to conversion/exercise; a failure to approve could mean the Company is unable to effect conversion/exercise absent later approvals, potentially forcing cash settlements or repeated shareholder solicitations. The Board’s recommendation weighs the financing benefit—significant upfront proceeds to fund clinical development—against dilution and market impacts, concluding that approval is necessary to implement the transactions contemplated by the Purchase Agreement and Registration Rights Agreement.

Proposal No. 3 requests stockholder authorization to amend the Company’s certificate of incorporation to increase authorized common stock from 250,000,000 to 275,000,000 shares. Management seeks this increase to ensure there are sufficient authorized but unissued shares to accommodate (i) automatic conversion of Series C Preferred Stock and exercise of related warrants and assumed options if the Required Company Stockholder Matters are approved, (ii) potential issuances under the proposed 2026 Equity Incentive Plan and 2026 ESPP, and (iii) other corporate transactions or financings the Board may deem advisable. Without the additional authorized shares, the Company could be unable to issue shares upon conversion/exercise, forcing cash settlement obligations or blocking planned financing and compensation activities. The Board emphasizes that additional shares are not presently allocated to any specific third party beyond those necessary to implement the Acquisition and PIPE and that issuance decisions remain within the Board’s fiduciary discretion, although such authority could be used in future financings or corporate actions. The Board recommends FOR because the amendment provides necessary flexibility to operate post-transaction, to execute the company’s financing and equity‑compensation strategy, and to avoid administrative delays associated with seeking further shareholder approvals in the near term; management acknowledges the dilutive and potential anti-takeover implications but considers the increase prudent under the circumstances.

Proposal No. 4 asks shareholders to approve the Company’s 2026 Equity Incentive Plan, the successor program consolidating the prior equity plans and authorizing an initial share reserve of 821,872 shares plus ‘returning shares’ and an annual automatic increase equal to 5% of outstanding common stock (subject to Board adjustment) through 2036. Management argues the plan is necessary to attract and retain scientific, operational and managerial talent, to align employee and director incentives with long‑term stockholder value, and to permit competitive equity awards (ISOs, NSOs, RSUs, performance awards and other award forms). The plan also includes customary governance features (administration by the Board/Compensation Committee, limits on director compensation, change‑in‑control and anti‑repricing provisions and clawback language) and is structured to permit grants to Orphai‑transferred employees under appropriate terms following the Acquisition. Stockholder approval is required both to reserve the shares and for favorable accounting and tax treatment and to permit registration on Form S‑8. The Board balances dilution risk against retention and incentive needs and recommends FOR because management believes the authorized reserve and plan mechanics are calibrated to support business objectives while incorporating safeguards (vesting schedules, limits on ISO issuance, annual limits for non-employee directors). Approval enables the Company to issue the contingent awards already granted subject to shareholder approval and to operate its equity compensation program going forward.

Proposal No. 5 requests stockholder approval of the 2026 Employee Stock Purchase Plan, which would reserve an initial amount equal to 1% of outstanding shares (with automatic annual increases subject to Board discretion) for employee purchases, and would include both a Section 423 qualified component for eligible U.S. employees and a non‑423 component to permit participation by non‑U.S. employees. Management frames the ESPP as a broad‑based benefit designed to align employee interests with shareholders, enhance retention and recruitment, and offer employees an inexpensive and tax‑efficient way to acquire company stock (85% look‑back pricing is contemplated). The ESPP also contains customary eligibility, share reserve, payroll deduction and purchase‑price mechanics, corporate‑transaction protections and compliance provisions. Stockholder approval is required to register shares under Form S‑8 and to meet exchange listing rules for employee plans. The Board recommends FOR because the program is standard for public companies seeking to build employee ownership and engagement, while the Board retains design flexibility and limits to manage dilution.

Proposal No. 6 seeks stockholder authorization for the holders of proxies to adjourn or postpone the Special Meeting, if necessary, to allow the Company to continue soliciting votes in favor of Proposals 1–3 should insufficient votes be present at the scheduled meeting. Management requests this authority as a practical mechanism to avoid repeated technical quorum failures or inadequate vote totals that would otherwise require multiple reconvenings and repeated proxy solicitations; under the Merger and Purchase Agreements the Company is required to use reasonable best efforts to obtain approval of the Required Company Stockholder Matters, and failures could trigger cash settlement obligations to Series C holders or require further solicitation cycles. The adjournment mechanism is procedural and common in proxy practice, giving management flexibility to marshal additional support (including outreach to stockholders and solicitors) without automatically terminating the meeting. The Board recommends FOR because adjournment authority is limited to continuing solicitation and helps ensure the Company can obtain the approvals needed to effect the transaction structure and avoid the significant costs and disruptions of repeated failed meetings.