QNCX 8-K
Quince Therapeutics, Inc. (QNCX)
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): |
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: |
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 2.01 Completion of Acquisition or Disposition of Assets.
On September 8, 2026, Quince Therapeutics, Inc. (the “Company”) completed the sale of (i) all of the issued and outstanding equity interests of the subsidiary Quince Therapeutics SpA (“Quince SpA”), (ii) certain intellectual property owned by the Company relating to the Company’s proprietary Autologous Intracellular Drug Encapsulation (“AIDE”) technology for the treatment of Ataxia-Telangiectasia (“A-T”) through its encapsulated dexamethasone sodium phosphate encapsulated in patient’s own red blood cells (“eDSP”) product candidate (the “IP Assets”), and (iii) all AIDE and eDSP machines and systems (the “Systems”), to Ayma Therapeutics, Inc. (“Ayma”). As consideration for the Company’s sale of the Quince SpA equity interests, IP Assets, and Systems, Ayma paid $450,000 in cash to the Company.
The unaudited pro forma financial information required by Item 9.01 is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, the Company and Charles Ryan, the Company’s President, previously agreed that Mr. Ryan’s last day of employment with the Company would be September 8, 2026 (the “Separation Date”).
In connection with his departure, on September 8, 2026, the Company and Mr. Ryan entered into a Separation Agreement and General Release of Claims (the “Separation Agreement”). The severance benefits provided to Mr. Ryan under the Separation Agreement are based on the severance terms set forth in the previously disclosed Executive Change in Control and Severance Agreement, dated as of September 1, 2023, between the Company and Mr. Ryan (the “Severance Agreement”).
Pursuant to the Separation Agreement, and in accordance with the terms of the Severance Agreement, subject to Mr. Ryan’s non-revocation of a general release of claims in favor of the Company, the Company will pay Mr. Ryan a lump-sum cash amount of $1,014,489.04, comprised of (i) eighteen (18) months of his current base salary, (ii) 150% of his target annual bonus for 2026, pro-rated to September 8, 2026, and (iii) eighteen (18) months’ of the monthly premiums that would be due for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. The Company will pay this amount within thirty (30) days following the effective date of the Separation Agreement, which is the eighth day following Mr. Ryan’s execution of the Separation Agreement.
The Separation Agreement contains a general release of claims by Mr. Ryan in favor of the Company and related persons, a covenant not to sue, and other customary provisions, and Mr. Ryan’s post-separation cooperation with the Company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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99.1 |
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Unaudited Pro Forma Condensed Consolidated Financial Information |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document |
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.
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Quince Therapeutics, Inc. |
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Date: |
September 14, 2026 |
By: |
/s/ Dirk Thye |
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Name: Title: |
Dirk Thye |
Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
This is a Separation Agreement and General Release of Claims (“Agreement”) dated as of September 8, 2026 between Quince Therapeutics, Inc. the “Company”), and Charles Ryan (“Employee”). Employee and the Company are referenced together herein as the “Parties.”
RECITALS
TERMS AND SETTLEMENT
Employee agrees and acknowledges that Employee would have no right to the severance benefits provided by this Agreement but for Employee’s execution and compliance with the terms of this Agreement.
Employee agrees that the consideration set forth in Section 3 and its subparts satisfies all obligations of the Company under that certain Executive Change in Control and Severance Agreement dated September 1, 2023, between the Company and Employee (the “Severance Agreement”).
Employee agrees that the consideration set forth in Section 3 and its subparts shall constitute the entire consideration provided in return for Employee’s promises and agreements herein, and that Employee will not seek any further remuneration or payment from the Company for wage, damage, interest, penalty, expense, action, attorneys’ fees or cost, either individually or as part of a class, in connection with the matters encompassed by the Agreement and/or arising out of Employee’s services to the Company and/or the termination thereof.
Nothing in this Agreement shall be construed to prohibit Employee from filing a charge or complaint, including a challenge to the validity of the waiver provision of this Agreement, with a government agency, including the National Labor Relations Board or the Equal Employment Opportunity Commission. However, Employee agrees Employee is waiving the right to monetary damages or other equitable or monetary relief as a result of such proceedings.
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
THE UNDERSIGNED STATE THAT THEY HAVE CAREFULLY READ THE AGREEMENT, HAVE BEEN ADVISED OF THEIR RIGHT TO CONSULT WITH COUNSEL CONCERNING THIS AGREEMENT, AND KNOW AND UNDERSTAND ITS CONTENTS.
AGREEING PARTIES
Dated: September 8, 2026 /s/ Charles Ryan
Charles Ryan
Address: _________________________________
_________________________________________
Dated: September 8, 2026 QUINCE THERAPEUTICS, INC.
Title: Chief Executive Officer______________
Sign: /s/ Dirk Thye_______________________
Dirk Thye
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Quince Therapeutics, Inc., a Delaware corporation (the "Company” or "Seller"), Quince Therapeutics SpA, a company organized under the laws of Italy ("Quince SPA", "Italian Subsidiary") entered into an asset purchase agreement (the "APA") with Ayma Therapeutics Inc., a Delaware corporation, ("Ayma" or "Buyer") pursuant to which, on September 8, 2026 (the "Closing Date"), the Buyer purchased and assumed from Seller, the Purchased Assets and the Shares (each as defined herein), as set forth in the APA (the "Sale Transaction") for an aggregate amount of $450,000. The Purchased Assets defined as (1) Global Intellectual Property: All Intellectual Property, including all regulatory filings, dossiers and documentation available to cross reference to regulatory agencies, related to the technology known as Autologous Intracellular Drug Encapsulation or the device and technology known as eDSP (EryDex) (collectively, the “Global IP”), (2) Systems: The AIDE and eDSP (EryDex) machines and systems, including approximately 20 units located at the Italian facilities and approximately 35 units located at various clinical trial sites, together with consumables and kits used in operation thereof (the “Systems”), and (3) Agreements: All agreements set forth in the APA. Shares defined as all of the issued and outstanding shares of the Italian Subsidiary.
In connection with the completion of the Sale Transaction, the Company has prepared the following unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated financial information are based on the Company’s historical consolidated financial statements adjusted to give effect to the Sale Transaction. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 has been prepared with the assumption that the Sale Transaction was completed as of the balance sheet date. The unaudited pro forma condensed consolidated statements of operation for the six month ended June 30, 2026 and the year ended December 31, 2025, have been prepared with the assumption that the Sale Transaction occurred as of January 1, 2025.
The unaudited pro forma condensed consolidated financial information are provided for illustrative purposes only and do not
purport to represent what the Company’s actual results of operations or financial position would have been had the Sale Transaction occurred on the dates indicated, nor are they necessarily indicative of the Company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein.
The unaudited pro forma condensed consolidated financial information and related notes are prepared in accordance with Article 11 of
Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 20, 2020. The unaudited pro forma condensed consolidated financial information should be read in conjunction with:
The Company effected an initial reverse stock split of our outstanding common stock and Exchangeable Shares at a ratio of 1-for-10, effective as of 11:59 p.m., Eastern Time, on April 10, 2026. However, the information set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 has not been adjusted to give effect to such reverse stock split.
The Company effected a second reverse stock split of our outstanding common stock and exchangeable Shares at a ratio of 1-for-20, effective as of 11:59 p.m., Eastern Time, on June 29, 2026. However, the information set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 has not been adjusted to give effect to such reverse stock split.
The Company has reflected the 1-for-10 and 1-for-20 reverse stock split herein, unless otherwise indicated.
QUINCE THERAPEUTICS, INC., AND SUBSIDIARIES |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET |
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AS OF JUNE 30, 2026 |
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(in thousands) |
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Pro Forma |
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Company Historical |
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Adjustments |
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As Adjusted |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
115,981 |
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$ |
2,247 |
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(a) (b) (c) |
$ |
118,228 |
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Short-term investments |
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— |
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— |
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— |
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Prepaid expenses and other current assets |
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7,430 |
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(5,038 |
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(a) (c) |
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2,392 |
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Total current assets |
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123,411 |
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(2,791 |
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120,620 |
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Property and equipment, net |
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506 |
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(506 |
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(a) |
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— |
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Operating lease right-of-use assets |
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— |
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— |
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— |
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Intangible assets |
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— |
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— |
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— |
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Other assets |
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78 |
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— |
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78 |
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Total assets |
$ |
123,995 |
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$ |
(3,297 |
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$ |
120,698 |
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
$ |
4,636 |
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$ |
(39 |
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(a) (d) |
$ |
4,597 |
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Accrued expenses and other current liabilities |
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3,864 |
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(222 |
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(a) (e) |
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3,642 |
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Total current liabilities |
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8,500 |
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(261 |
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8,239 |
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Warrant liabilities |
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6,292 |
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— |
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6,292 |
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Other long-term liabilities |
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716 |
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(175 |
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(a) |
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541 |
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Total liabilities |
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15,508 |
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(436 |
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15,072 |
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Mezzanine equity: |
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Series C Preferred Stock |
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143,811 |
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— |
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143,811 |
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Stockholders’ equity (deficit): |
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Preferred stock |
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— |
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— |
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— |
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Common stock |
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1 |
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— |
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1 |
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Additional paid in capital |
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460,447 |
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— |
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460,447 |
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Accumulated other comprehensive income (loss) |
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4,255 |
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(4,466 |
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(b) |
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(211 |
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Accumulated deficit |
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(500,027 |
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1,605 |
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(b)(d) (e) |
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(498,422 |
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Total stockholders’ equity (deficit) |
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(35,324 |
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(2,861 |
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(38,185 |
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Total liabilities, mezzanine equity, and stockholders’ equity (deficit) |
$ |
123,995 |
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$ |
(3,297 |
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$ |
120,698 |
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QUINCE THERAPEUTICS, INC., AND SUBSIDIARIES |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 |
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(in thousands, except share and per share amounts) |
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Pro Forma |
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Operating expenses: |
Company Historical |
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Adjustments |
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As Adjusted |
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Research and development |
$ |
35,382 |
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$ |
(26,637 |
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(f) |
$ |
8,745 |
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General and administrative |
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15,047 |
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(1,319 |
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(f) |
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13,728 |
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Fair value adjustment for contingent consideration |
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7,639 |
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— |
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7,639 |
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Total operating expenses |
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58,068 |
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(27,956 |
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30,112 |
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Loss from operations |
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(58,068 |
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27,956 |
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(30,112 |
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Fair value adjustment for debt |
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(2,043 |
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2,043 |
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(f) |
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— |
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Fair value adjustment of warrants |
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(21,470 |
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— |
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(21,470 |
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Warrant issuance costs |
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(914 |
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— |
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(914 |
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Gain on sale of subsidiary |
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— |
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1,749 |
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(g) |
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1,749 |
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Interest income |
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1,244 |
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(172 |
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(f) |
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1,072 |
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Other income (expense), net |
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486 |
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19 |
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(f) |
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505 |
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Net loss before income tax expense |
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(80,765 |
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31,595 |
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(49,170 |
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Income tax expense |
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(3,214 |
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2,859 |
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(h) (f) |
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(355 |
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Net loss |
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(83,979 |
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34,454 |
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(49,525 |
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Other comprehensive loss: |
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Foreign currency translation adjustments |
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5,849 |
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1,028 |
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(f) |
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6,877 |
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Unrealized gain (loss) on available-for-sale securities |
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(64 |
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— |
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(64 |
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Total comprehensive loss |
$ |
(78,194 |
) |
$ |
35,482 |
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$ |
(42,712 |
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Net loss per share - basic and diluted (1) |
$ |
(335.27 |
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$ |
(197.72 |
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Weighted average shares of common stock outstanding - basic and diluted (1) |
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250,484 |
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250,484 |
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(1) Adjusted prior period net loss per share and weighted average of common shares outstanding to reflect the 1-for-10 reverse stock split
effected on April 10, 2026 and 1-for-20 reverse stock split effected on June 29, 2026.
QUINCE THERAPEUTICS, INC., AND SUBSIDIARIES |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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FOR THE SIX MONTHS ENDED JUNE 30, 2026 |
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(in thousands, except share and per share amounts) |
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For the Six Months Ended June 30, 2026 |
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Pro Forma |
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Company Historical |
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Adjustments |
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As Adjusted |
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Operating expenses: |
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Research and development |
$ |
12,306 |
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$ |
(4,438 |
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(f) |
$ |
7,868 |
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General and administrative |
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59,000 |
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(617 |
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(f) |
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58,383 |
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Acquired in-process research and development |
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20,893 |
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— |
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20,893 |
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Loss on Orphai Acquisition |
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(1,305 |
) |
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— |
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(1,305 |
) |
Intangible asset impairment charge |
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67,808 |
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— |
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67,808 |
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Fair value adjustment for contingent consideration |
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(64,330 |
) |
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— |
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(64,330 |
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Total operating expenses |
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94,372 |
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(5,055 |
) |
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89,317 |
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Loss from operations |
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(94,372 |
) |
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5,055 |
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(89,317 |
) |
Fair value adjustment for debt |
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12,168 |
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(12,168 |
) |
(f) |
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— |
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Fair value adjustment for warrants |
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35,623 |
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— |
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35,623 |
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Warrant issuance costs |
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(874 |
) |
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— |
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(874 |
) |
Interest income |
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744 |
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(84 |
) |
(f) |
|
660 |
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Other income (expense), net |
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1,871 |
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|
822 |
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(f) |
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2,693 |
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Net income (loss) before income tax expense |
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(44,840 |
) |
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(6,375 |
) |
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(51,215 |
) |
Income tax benefit (expense) |
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5,264 |
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(5,031 |
) |
(f) |
|
233 |
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Net loss |
$ |
(39,576 |
) |
$ |
(11,406 |
) |
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$ |
(50,982 |
) |
Other comprehensive loss: |
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Foreign currency translation adjustments |
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(1,490 |
) |
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30 |
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(f) |
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(1,460 |
) |
Unrealized loss on available-for-sale securities |
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(5 |
) |
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— |
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(5 |
) |
Total comprehensive loss |
$ |
(41,071 |
) |
$ |
(11,376 |
) |
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$ |
(52,447 |
) |
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Net loss per share – basic and diluted |
$ |
(12.01 |
) |
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$ |
(15.47 |
) |
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Weighted average shares of common stock outstanding – basic and diluted |
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3,295,727 |
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3,295,727 |
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated financial information is based on the Company’s historical consolidated financial information as adjusted to give effect to the transaction accounting adjustments in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to reflect the Sale Transaction.
The Asset Purchase Agreement is considered a disposition of significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements included herein in accordance with Article 11 of Regulation S-X and based on historical financial information of the Company.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the Sale Transaction as if it had occurred on June 30, 2026. The unaudited pro forma condensed consolidated statement of operations for year ended December 31, 2025 and for the six months ended June 30, 2026 gives effect to the Sale Transaction as if it had occurred on January 1, 2025.
Pro forma adjustments are presented for informational purposes only and are described in the accompanying notes based on information and assumptions currently available at the time of the filing of the Current Report on Form 8-K to which the unaudited pro forma condensed consolidated financial information is included as an exhibit. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Sale Transaction been completed on the dates indicated above. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition and does not reflect all actions that have been or may be taken by the Company following the Sale Transaction.
Article 11 of Regulation S-X allows for the presentation of reasonably estimable synergies (or dis-synergies) and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated financial information has been prepared to illustrate the effect of the Sale Transaction and has been prepared for informational purposes only.
The pro forma Transaction Accounting Adjustments for the Sale Transaction are based on the Company’s preliminary estimates and could change materially as additional information is obtained. The following Transaction Accounting Adjustments have been reflected in the unaudited pro forma condensed consolidated financial information:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026
(amount in thousands) |
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Cash consideration |
$ |
450 |
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Net Proceeds |
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450 |
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Add: Carrying amount of liabilities transferred and derecognized |
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580 |
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Subtract: Carrying amount of assets sold and derecognized |
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(3,747 |
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Add: Cumulative translation adjustment |
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4,466 |
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Pro forma gain on sale of subsidiary: |
$ |
1,749 |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2026 and the Year Ended December 31, 2025