Stock-Based Compensation | Stock-Based Compensation The Company operates three stock plans as of September 30, 2024: • 2019 Equity Incentive Plan (Quince) • 2019 Equity Incentive Plan (Novosteo) • 2022 Inducement Plan (Quince) 2019 Equity Incentive Plan (Quince) On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and on April 25, 2019 amended, restated and re-named the 2014 Plan as the 2019 Equity Incentive Plan (the “Quince 2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the Quince 2019 Plan. The Quince 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. As of September 30, 2024, the maximum aggregate number of shares that may be issued under the 2019 Plan is 11,755,418 shares of the Company’s common stock. In addition, the number of shares available for issuance under the Quince 2019 Plan will be annually increased on the first day of each fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4% of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Board may determine. The Quince 2019 Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the Quince 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company's Board of Directors, the 2019 Plan will automatically terminate on April 23, 2029. As of September 30, 2024, the Company had 2,288,074 shares available for future issuance under the Quince 2019 Plan. Stock Options Stock options under the 2019 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant. If, at the time of grant, the optionee directly owns stocks representing more than 10% of the voting power of all our outstanding capital stock, the exercise price for these options must be at least 110% of the fair value of the underlying common stock. Stock options granted to employees and non-employees generally have a maximum term of ten years and vest over four years from the vesting commencement date, of which 25% vest on the one-year anniversary of the vesting commencement date, and 75% vest in equal monthly installments over the remaining three years or monthly vesting over 3 to 4 years. We may grant options with different vesting terms from time to time. Unless an employee's or non-employee's termination is due to cause, disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of the three months from the termination date or expiration of the option, whichever is earlier. Activity for service-based stock options under the Quince 2019 Plan is as follows: Number of Options and Unvested Shares Weighted Average Exercise Price Weighted average remaining contractual life (years) Aggregate intrinsic value (In thousands) Balance as of December 31, 2023 4,267,178 $ 5.00 8.85 $ 197 Options granted 3,602,500 1.26 — — Options exercised (155,311) 0.93 — 65 Options cancelled / forfeited (165,861) 13.06 — — Balance as of September 30, 2024 7,548,506 $ 3.12 8.72 $ 5 Options vested and expected to vest as of September 30, 2024 7,548,506 3.12 8.72 5 Options exercisable as of September 30, 2024 2,062,912 $ 7.86 7.76 $ — For the three and nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $0.7 million and $2.2 million, respectively, related to options granted to employees and non-employees. For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $0.6 million and $2.0 million, respectively, related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of September 30, 2024, total unamortized employee stock-based compensation was $5.5 million, which is expected to be recognized over the remaining estimated vesting period of 2.74 years. Restricted Stock Units (“RSUs”) RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The fair value of RSUs is based upon the closing sales price of the Company’s common stock on the grant date. RSUs granted to employees generally vest over a 2 – 4 year period. The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information: Restricted Stock Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2023 1,488 $ 4.30 RSUs granted — — RSUs vested (1,488) 4.30 RSUs cancelled — — Unvested - September 30, 2024 — $ — The fair value of the RSUs is determined on the grant date based on the fair value of the Company’s common stock. The fair value of the RSUs is recognized as expense ratably over the vesting period of two years. For the three and nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $0 and $4.4 thousand, respectively, related to these RSUs. For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $6.4 thousand and $37.5 thousand respectively, related to these RSUs. As of September 30, 2024, total unamortized stock-based compensation related to RSUs was $0. 2019 Equity Incentive Plan (Novosteo) On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed the 2019 Novosteo, Inc. Equity Incentive Plan (the "2019 Novosteo Plan"). The 2019 Novosteo Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Novosteo legacy employees. On the closing date, each outstanding Novosteo stock option granted under Novosteo’s equity compensation plans was converted into a corresponding stock option with the number of shares underlying such option and the applicable exercise price adjusted based on the exchange ratio of 0.0911. Each such converted stock option continues to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo stock option prior to the Acquisition. The maximum aggregate number of shares that may be issued under the 2019 Novosteo Plan is 544,985 shares of the Company’s common stock. The 2019 Novosteo Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Novosteo Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Novosteo Plan will automatically terminate on May 20, 2029. Stock options under the 2019 Novosteo Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant. If, at the time of grant, the optionee directly owns stocks representing more than 10% of the voting power of all our outstanding capital stock, the exercise price for these options must be at least 110% of the fair value of the underlying common stock. Stock options granted to employees and non-employees generally have a maximum term of ten years and vest over four years from the vesting commencement date, of which 25% vest on the one-year anniversary of the vesting commencement date, and 75% vest in equal monthly installments over the remaining three years or monthly vesting over 3 to 4 years. We may grant options with different vesting terms from time to time. Unless an employee's or non-employee's termination is due to cause, disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of the three months from the termination date or expiration of the option, whichever is earlier. As of September 30, 2024, the Company had 246,797 shares available for future issuance under the 2019 Novosteo Plan. Activity for service-based stock options under the 2019 Novosteo Plan is as follows: Number of Options and Unvested Shares Weighted Average Exercise Price Weighted average remaining contractual life (years) Aggregate intrinsic value (In thousands) Balance as of December 31, 2023 310,431 $ 0.55 8.23 $ 155 Options granted — — — — Options exercised (146,592) 0.55 — 94 Options cancelled / forfeited — — — — Balance as of September 30, 2024 163,839 $ 0.55 7.48 $ 37 Options vested and expected to vest as of September 30, 2024 163,839 0.55 7.48 37 Options exercisable as of September 30, 2024 47,426 $ 0.55 7.48 $ 11 For the three and nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $48.7 thousand and $145.6 thousand, respectively, related to options granted to employees and non-employees for the 2019 Novosteo Plan. For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $96.0 thousand and $226.0 thousand, respectively, related to options granted to employees and non-employees for the 2019 Novosteo Plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of September 30, 2024, total unamortized employee stock-based compensation was $288.1 thousand, which is expected to be recognized over the remaining estimated vesting period of 1.48 years. On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed a number of restricted stock award ("RSA") agreements with certain employees. Each outstanding Novosteo RSA was converted into a corresponding RSA with the number of shares underlying such RSA adjusted into 0.0911 shares of common stock. Each such converted RSA will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo RSA prior to the Acquisition. Restricted Stock Awards Restricted Stock Awards Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2023 175,763 $ 3.30 RSAs granted — — RSAs vested (73,010) 3.30 RSAs cancelled — — Unvested - September 30, 2024 102,753 $ 3.30 For the three and nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $0.1 million and $0.2 million, respectively, related to restricted stock awards. For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $0.2 million and $0.4 million, respectively, related to restricted stock awards. The compensation expense is allocated on a departmental basis, based on the classification of the award holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of September 30, 2024, total unamortized employee stock-based compensation was $0.3 million, which is expected to be recognized over the remaining estimated vesting period of 0.99 years. 2022 Inducement Plan On May 9, 2022, the Company's Board of Directors approved 4,000,000 shares of common stock that may be offered or issued under the Quince Therapeutics, Inc. 2022 Inducement Plan (the "2022 Inducement Plan"). The 2022 Inducement Plan was adopted by the independent members of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules (“Nasdaq Rule 5635(c)(4)”). In accordance with Nasdaq Rule 5635(c)(4), awards under those plans may only be made to an employee who has not previously been an employee or member of the Board of Directors or of any board of directors of any parent or subsidiary of the Company, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the Quince 2019 Plan. Options under the 2022 Inducement Plan may be granted for periods of up to 10 years at prices no less than 100% of the fair market value of the shares on the date of grant. Options granted to employees may have different performance goals or other vesting provisions (including continued employment) in accordance with the applicable award agreement. Unless an employee's termination service is due to disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of the three months from the date of termination or expiration of the option, whichever is earlier. As of September 30, 2024, the Company had 1,666,694 shares available for future issuance under the 2022 Inducement Plan. Activity for service-based stock options under the 2022 Inducement Plan is as follows: Number of Options and Unvested Shares Weighted Average Exercise Price Weighted Aggregate intrinsic value (In thousands) Balance as of December 31, 2023 2,333,306 $ 2.98 8.40 — Options granted — — — — Options exercised — — — — Options cancelled / forfeited — — — — Balance as of September 30, 2024 2,333,306 $ 2.98 7.65 — Options vested and expected to vest as of September 30, 2024 2,333,306 2.98 7.65 — Options exercisable as of September 30, 2024 1,361,094 $ 2.98 7.65 — For the three and nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $0.3 million and $1.0 million, respectively, related to options granted to employees for the 2022 Inducement Plan. For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $0.4 million and $1.5 million, respectively, related to options granted to employees for the 2022 Inducement Plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive for stock-based compensation arrangements. As of September 30, 2024, total unamortized employee stock-based compensation was $2.2 million, which is expected to be recognized over the remaining estimated vesting period of 1.64 years. Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 General and administrative expense $ 786 $ 945 $ 3,096 $ 3,014 Research and development expense 338 386 525 1,120 Total stock-based compensation $ 1,124 $ 1,331 $ 3,621 $ 4,134 Employee Stock Purchase Plan On April 24, 2019, the Company's Board of Directors adopted its 2019 Employee Stock Purchase Plan (“2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 1,924,262 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the lesser of: (i) 536,589 shares; (ii) 1% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company's Board of Directors. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP. |