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Related Party Transactions
6 Months Ended
Jun. 30, 2022
Related Party Transactions [Abstract]  
Related Party Transactions

Note 8. Related Party Transactions

 

In the first quarter of 2021, the Company entered into one agreement with LifeSci Advisors, LLC for non-capital advisory

consulting services and was renewed during the first quarter of 2022. The Company’s Interim Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, Christopher Lowe, has an investment in a sister entity to LifeSci Advisors, LLC whose business is unrelated to the services being offered by LifeSci Advisors, LLC to the Company. For the six months ended June 30, 2022 and 2021 the Company has incurred total expenses of $181,000 and $306,000, respectively, related to these agreements. This is recorded in general and administrative expenses included in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

 

David Lamond, Chairperson of the Board of Quince Therapeutics was a director and an equity holder in Novosteo, Inc.

which Quince acquired on May 19, 2022. The shares of Novosteo, Inc. beneficially owned by Mr. Lamond were automatically cancelled and converted into the right to receive shares of Quince common stock in accordance with the terms of the Merger Agreement. The respective boards of directors of Quince and Novosteo have approved the Merger Agreement, and the Novosteo’s stockholders adopted the Merger Agreement upon recommendation of the Novosteo board of directors. Mr. Lamond was not part of either company's special committees that evaluated the Acquisition and recused himself from board meetings where the Acquisition was discussed.

 

Philip Low, Board member of Quince Therapeutics, Inc., is employed as a professor at Purdue University. The Company

rents a lab facility and office space from Purdue Research Foundation, a private, nonprofit foundation of Purdue University. Purdue Research Foundation also owns 154,497 shares of Quince Therapeutics, Inc. and has provided the Company an exclusive worldwide license under certain bone fracture repair and oncology therapeutics related patents and technology developed by the Purdue

University and owned by Purdue Research Foundation. In addition, we are required to pay Purdue Research Foundation annual license maintenance fees, development milestones (up to $4.25 million for each licensed product), royalties on the gross receipts of the licensed products (subject to annual minimums), and a share of certain payments that we may receive from our sublicensees.

 

On February 1, 2022, the Company announced that Casey C. Lynch stepped down as the chairperson of the Board and the

President and Chief Executive Officer, effective as of January 28, 2022. As of the effective date of her departure, Ms. Lynch held 26,294 options that were unvested and would have vested in February 2022. In connection with Ms. Lynch’s departure, the Board agreed to accelerate the vesting of the remaining 26,294 options, and extend the exercise period on 574,206 vested options currently held to January 28, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $604,000 to Ms. Lynch.

 

On February 1, 2022, the Company announced that Stephen S. Dominy M.D. stepped down as a member of the Board and

the Chief Scientific Officer, effective as of January 28, 2022. As of the effective date of his departure, Dr. Dominy held 9,230 options that were unvested and would have vested in February 2022. In connection with Dr. Dominy's departure, the Board agreed to accelerate the vesting of the remaining 9,230 options, and extend the exercise period on 315,659 vested options currently held to January 28, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $326,250 to Dr. Dominy.

 

On May 2, 2022, the Company announced that Michael Detke, M.D., Ph.D. stepped down as the Chief Medical Officer of

the Company, effective as of May 2, 2022. As part of the severance agreement, the Company made a cash severance payment of $354,750 to Dr. Detke.

 

On May 20, 2022, the Company announced that Caryn McDowell stepped down as the Chief Legal and Administrative

Officer and Corporate Secretary of the Company, effective as of July 8, 2022. As the effective date of her departure Ms. McDowell held 122,500 RSUs that were unvested and would have vested in March 2024. In connection with Ms. McDowell's departure, the Board agreed to accelerate the vesting of the remaining 122,500 RSUs, and to extend the exercise period on 152,079 vested options currently held to July 8, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $339,000 to Ms. McDowell.

 

On June 8, 2022, the Company announced that Christopher Lowe stepped down as a member of the Board and the Chief

Financial Officer and Chief Operating Officer of the Company, effective as of June 10, 2022. As the effective date of his departure Mr. Lowe held 153,125 RSUs that were unvested and would have vested in March 2024. In connection with Mr. Lowe's departure, the Board agreed to accelerate the vesting of the remaining 153,125 RSUs, and extend the exercise period on 205,896 vested options currently held to June 10, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $354,750 to Mr. Lowe.