Proxy Results, Amendments to Bylaws, Management Change/Compensation (Form 8-K)

On October 6, 2026, Quince Therapeutics, Inc. (the "Company"), held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholder approved (i) the Company's 2026 Equity Incentive Plan (the "2026 Plan") and (ii) the Company's 2026 Employee Stock Purchase Plan (the "2026 ESPP").

The 2026 Plan has an initial share reserve equal to (i) 821,872 shares of the Company's common stock, par value $0.001 per share ("common stock") plus up to (ii) 1,377,845 shares of common stock subject to outstanding stock awards granted under the Company's 2019 Equity Incentive Plan, the Novesto Inc. 2019 Equity Incentive Plan, the Company's 2022 Inducement Plan, the Orphai Therapeutics Inc. 2026 Stock Incentive Plan and the Orphai Therapeutics Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (collectively, the "Prior Plans") that, after the date that the 2026 Plan becomes effective, are not issued because a stock award expires or otherwise terminates without all of the shares covered by the award having been issued; are not issued because the stock award is settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares of common stock reserved for issuance under the 2026 Plan will automatically increase on January 1 of each year, from January 1, 2027 through January 1, 2036, in an amount equity to 5% of the total number of shares of all classes of common stock outstanding plus all shares of common stock issuable upon the exercise of any pre-funded warrants (without regard to any beneficial ownership limitations) on December 31 of the preceding year, or a lesser number of shares determined by the Company's Board of Directors (the "Board").

The 2026 ESPP has an initial share reserve equal to 142,045 shares of common stock. In addition, the number of shares of common stock served for issuance under the 2026 ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2027 through January 1, 2036, by the lesser of (i) 1% of the total number of shares of all classes of common stock outstanding plus all shares of common stock issuable upon the exercise of any pre-funded warrants (without regard to any beneficial ownership limitations), on December 31 of the preceding calendar year, and (ii) a number of shares equal to two times the initial shares reserve; provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii).

The Board previously approved the 2026 Plan and 2026 ESPP on July 29, 2026 and July 30, 2026, respectively, subject to stockholder approval.

A summary of the principal features of the 2026 Plan and 2026 ESPP are set forth under the headings "Proposal No. 4-Approval of the 2026 Equity Incentive Plan" and "Proposal No. 5-Approval of the 2026 ESPP" contained in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on August 25, 2026 (the "Proxy Statement"). The summaries are qualified in their entirety by reference to the 2026 Plan, forms of option grant notices and option agreements and forms of restricted stock unit grant notice and unit award agreement thereunder, and the 2026 ESPP, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

At the Special Meeting, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation (the "Amendment") to increase the number of authorized shares of common stock from 250,000,000 to 275,000,000. The Amendment was filed with the Secretary of State of the State of Delaware on October 6, 2026, and effective as of such date.

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

At the Special meeting, the stockholder voted on six proposals, each of which is described in more detail in the Proxy Statement. Of the 1,017,063 shares of common stock outstanding as of the record date, 611,465 shares, or 60%, were present or represented by proxy at the Special Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Special Meeting.

For purposes of the listing rules of the Nasdaq Stock Market, holders of an aggregate of 162,971 shares of common stock were not entitled to vote on Proposal No. 1. The voting results set forth below for Proposal No. 1 reflect the subtraction of 162,971 shares of common stock from the votes cast in favor of Proposal No. 1 in accordance with Nasdaq rules.

Proposal No. 1: Approval of the issuance of shares of common stock upon conversion of the Company's Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock") and exercise of warrants to purchase shares of Series C Preferred Stock and options to purchase shares of common stock of Orphai Therapeutics, LLC, which (a) will represent more than 20% of the shares of common stock outstanding pursuant to Nasdaq Listing Rule 5635(a) and (b) may, together with certain changes to management and the Board, result in the change of control of the Company pursuant to Nasdaq Listing Rule 5635(b). The votes were cast as follows:

Proposal No. 1 was approved.

Proposal No. 2: Approval of the issuance of shares of common stock, upon conversion of Series C Preferred Stock and upon exercise of warrants to purchase shares of Series C Preferred Stock, each issued in a private placement, pursuant to Nasdaq Listing Rule 5635(d). The votes cast were as follows:

Proposal No. 2 was approved.

Proposal No. 3: Approval of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of Common Stock from 250,000,000 to 275,000,000. The votes cast were as follows:

Proposal No. 3 was approved.

Proposal No. 4: Approval of the 2026 Plan. The votes cast were as follows:

Proposal No. 4 was approved.

Proposal No. 5: Approval of the 2026 ESPP. The votes cast were as follows:

Proposal No. 5 was approved.

Proposal No. 6: Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1, 2 and/or 3.

As there were sufficient votes to approve Proposals Nos. 1, 2 and 3 at the time of the Special Meeting, Proposal 6 was not presented to stockholders.