QNCX 8-K/A
Quince Therapeutics, Inc. (QNCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
Item 3.03 - Material Modification to Rights of Security Holders
As previously disclosed, on June 11, 2026, at the 2026 Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the implementation of a reverse stock split at a ratio ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100) with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion (the “Reverse Stock Split”) and a form of certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.
The Company’s board of directors approved the implementation of the Reverse Stock Split at a ratio of 1-for-20 and on June 26, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, which will be effective at 11:59 pm Eastern Time on June 29, 2026. The Company’s shares of common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market commencing upon market open on June 30, 2026. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
As a result of the Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one (1) issued and outstanding share of common stock, par value $0.001 per share. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and, except for adjustments resulting from the treatment of fractional shares, will not affect any stockholder’s percentage ownership interests in the Company. The Company will not issue any fractional shares in connection with the Reverse Split. Instead, the number of shares will be rounded up to the next whole number. The Reverse Stock Split will not modify the rights or preferences of the common stock.
Immediately prior to the Reverse Stock Split, there were 19,559,257 shares of common stock issued and outstanding. Immediately after the Reverse Stock Split becomes effective, there will be approximately 977,963 shares of common stock issued and outstanding. The common shares will trade under a new CUSIP number, 22053A305 effective June 30, 2026, and continue to trade under the symbol “QNCX.” All stock options and warrants of the Company outstanding immediately prior to the Reverse Stock Split have been proportionally adjusted.
The Company has appointed its transfer agent, Equiniti Trust Company, LLC, to act as exchange agent for the Reverse Stock Split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not be required to take further action in connection with the Reverse Stock Split, subject to brokers’ particular processes.
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: June 26, 2026 | Name: | Dirk Thye | ||||
| Title: | Chief Executive Officer | |||||