UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On February 13, 2024, the board of directors (the “Board”) of Quince Therapeutics, Inc. (the “Company”) appointed Rajiv Patni to serve as a director of the Company, effective as of February 15, 2024. Mr. Patni was designated as a Class III director whose term expires at the Company’s 2025 Annual Meeting of Stockholders. Mr. Patni is entitled to certain compensation that all of the Company’s outside directors receive under the terms of the Company’s Amended and Restated Outside Director Compensation Policy (the “Policy”) which was previously filed as Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q (No. 001-38890) filed on August 9, 2022.
In accordance with the Policy, Mr. Patni is entitled to receive a $38,000 annual retainer for service as a Board member. Pursuant to the Policy, upon Mr. Patni’s appointment to the Company’s Board, Mr. Patni was granted a stock option award covering 54,000 shares of the Company’s common stock under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). The exercise price of the options will be equal to the closing sales price of the Company’s common stock on the date of grant and will vest in equal annual installments over the 3-year period following the grant date, subject to his continued service as a member of the Board through each such vesting date.
The Company has entered into the Company’s standard form of indemnification agreement with Mr. Patni. The indemnification agreement provides, among other things, that the Company will indemnify Mr. Patni for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted by law. The form of indemnification agreement was previously filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (No. 333-230853), as amended, as originally filed on April 12, 2019, and is incorporated herein by reference.
There are no family relationships between Mr. Patni and any of the Company’s current or former directors or executive officers. Mr. Patni is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Quince Therapeutics, Inc. | ||||||
| By: | /s/ Dirk Thye | |||||
| Date: February 15, 2024 | Name: Dirk Thye | |||||
| Title: Chief Executive Officer | ||||||