false 0001662774 0001662774 2024-06-05 2024-06-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2024

 

 

QUINCE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38890   90-1024039
(State or other jurisdiction of
incorporation or organization)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

601 Gateway Boulevard, Suite 273
South San Francisco, California		   94080
(Address of principal executive offices)   (Zip Code)

(415) 910-5717

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $0.001 per share   QNCX   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”) was held online via live webcast on June 5, 2024 (the “Annual Meeting”). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 32,560,271 shares of common stock, or approximately 75.34% of the total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:

Proposal One - Election of Directors

The Company’s stockholders approved the election of three Class II directors to the Board of Directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation, disqualification or removal. The results of such vote were:

 

Nominee

    Votes For    Votes
Withheld		    Broker
Non-Votes

Dirk Thye, M.D.

    18,355,704    114,450    14,090,117

David A. Lamond

    17,197,283    1,272,871    14,090,117

Luca Benatti, Ph.D.

    18,365,470    104,684    14,090,117

Proposal Two - Approval of Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split

The Company’s stockholders approved the amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the issued and outstanding common stock at a ratio of one-for-ten. The results of such vote were:

 

Votes For

  

Votes Against

  

Abstentions

31,461,878   1,019,669   78,724

Proposal Three - Ratification of Selection of Independent Registered Accounting Firm

The Company’s stockholders ratified the selection of BDO USA, P.C. as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024. The results of such vote were:

 

Votes For

  

Votes Against

  

Abstentions

31,770,178   341,513   448,580

Proposal Four - Approval, on an advisory basis, of the compensation of the Company’s named executive officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The results of such vote were:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

17,945,554   429,833   94,767   14,090,117

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    QUINCE THERAPEUTICS, INC.
Date: June 6, 2024     By:  

/s/ Dirk Thye

    Name:   Dirk Thye
    Title:   Chief Executive Officer
v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001662774
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Registrant Name QUINCE THERAPEUTICS, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38890
Entity Tax Identification Number 90-1024039
Entity Address, Address Line One 601 Gateway Boulevard
Entity Address, Address Line Two Suite 273
Entity Address, City or Town South San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94080
City Area Code (415)
Local Phone Number 910-5717
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol QNCX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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