IRLA / IRulya Therapeutics Inc. - SEC-Einreichungen, Geschäftsbericht, Stimmrechtsmitteilung

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): October 19, 2026 IRULYA THERAPEUT

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): October 19, 2026 IRULYA THERAPEUTICS INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissi

DISCLAIMERS The information in this Presentation has been prepared by IRulya Therapeutics Inc. (formerly Quince Therapeutics, Inc., “IRulya”, and the “company”) and contains information pertaining to the business and operations of the company. The in

EX-99.1 CORPORATE PRESENTATION OCTOBER 2026 Exhibit 99.1 DISCLAIMERS The information in this Presentation has been prepared by IRulya Therapeutics Inc. (formerly Quince Therapeutics, Inc., “IRulya”, and the “company”) and contains information pertaining to the business and operations of the company. The information contained in this Presentation: (a) is provided as at the date hereof, is subject t

May 12, 2026

EX-10.5 Exhibit 10.5 May 12, 2026 Keith Fandrick Re: Updated Compensation Arrangement Dear Keith: We are pleased to provide you with this letter agreement (this “Agreement”) which sets forth certain equity-related terms applicable to your employment with Orphai Therapeutics Inc. (the “Company”). As you know, the Company intends to raise money through a Qualified Financing (as defined below), curre

SEVERANCE AGREEMENT

EX-10.1 Exhibit 10.1 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (the “Agreement”) is entered into on March 3, 2025, by and between OrphAI Therapeutics, Inc., a Delaware corporation (the “Company”) and Brigette Roberts (the “Employee”). WHEREAS, the Company employs Employee on an at-will basis in the capacity of Chief Executive Officer; and WHEREAS, the Company desires to provide Employee with so

611 Gateway Boulevard • Suite 273 • South San Francisco • California • 94080

EX-10.4 Exhibit 10.4 May 14, 2026 Keith Fandrick Re: Employment Terms Dear Keith: As you are aware, Orphai Therapeutics, Inc. (the “Company”) is pursuing a potential corporate transaction with Quince Therapeutics, Inc. (the “Parent”), pursuant to which it will ultimately become a subsidiary of Parent (the “Merger”). Parent is pleased to offer you continued employment with the Company following the

Quince Therapeutics Relaunches as IRulya Therapeutics with a Focus on the Clinical Development of LAM-001, Targeting a Key Pathway in Pulmonary Disease Company common stock to trade on Nasdaq under the symbol “IRLA” effective October 12, 2026 Key Man

EX-99.1 Exhibit 99.1 Quince Therapeutics Relaunches as IRulya Therapeutics with a Focus on the Clinical Development of LAM-001, Targeting a Key Pathway in Pulmonary Disease Company common stock to trade on Nasdaq under the symbol “IRLA” effective October 12, 2026 Key Management changes include new CEO, Brigette Roberts, M.D.; new CFO, John Militello, CPA; and new COO Keith R. Fandrick, Ph.D. Board

SEVERANCE AGREEMENT

EX-10.6 Exhibit 10.6 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (the “Agreement”) is entered into on March 3, 2025, by and between OrphAI Therapeutics, Inc., a Delaware corporation (the “Company”) and Keith Fandrick (the “Employee”). WHEREAS, the Company employs Employee on an at-will basis in the capacity of Chief Operating Officer; and WHEREAS, the Company desires to provide Employee with some

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): October 7, 2026 QUINCE THERAPEUTI

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): October 7, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissi

QUINCE THERAPEUTICS, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT

EX-10.3 Exhibit 10.3 QUINCE THERAPEUTICS, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between John Militello (“Executive”) and Quince Therapeutics, Inc. (the “Company”), effective as of September 16, 2026 (the “Effective Date”). RECITALS 1. The Board of Directors of the Company (

101 College Street, Suite 210

EX-10.2 Exhibit 10.2 101 College Street, Suite 210 New Haven, CT 06510 June 15, 2026 John Militello [***] [***] Dear John: On behalf of Orphai Therapeutics, LLC (also referred to herein as the “Company” or “Orphai Therapeutics”), a subsidiary of Quince Therapeutics, Inc. (the “Parent”), I am pleased to offer you a position as Head of Finance beginning July 6, 2026, or earlier by mutual agreement.

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUINCE THERAPEUTICS, INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUINCE THERAPEUTICS, INC. Quince Therapeutics, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: First: That the name of this corporation is Quince Therapeutics, Inc., and the

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Quince Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.001 per share, reserved for future issuance pursuant to the Registrant's 2026 Eq

As filed with the Securities and Exchange Commission on October 8, 2026

S-8 As filed with the Securities and Exchange Commission on October 8, 2026 Registration No.

ORPHAI THERAPEUTICS INC. 2026 STOCK INCENTIVE PLAN

EX-99.6 Exhibit 99.6 ORPHAI THERAPEUTICS INC. 2026 STOCK INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards OrphAI Therapeutics Inc., a Delaware corporation (the “Company”), hereby establishes the ORPHAI THERAPEUTICS INC. 2026 STOCK INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with inc

LAM THERAPEUTICS, INC. 2013 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN (April 1, 2013)

EX-99.5 Exhibit 99.5 LAM THERAPEUTICS, INC. 2013 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN (April 1, 2013) 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this LAM Therapeutics, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors,

2026 EMPLOYEE STOCK PURCHASE PLAN

EX-10.2 Exhibit 10.2 2026 EMPLOYEE STOCK PURCHASE PLAN 1 QUINCE THERAPEUTICS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: July 29, 2026 APPROVED BY THE STOCKHOLDERS: October 6, 2026 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stoc

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUINCE THERAPEUTICS, INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUINCE THERAPEUTICS, INC. Quince Therapeutics, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: First: That the name of this corporation is Quince Therapeutics, Inc., and the

2026 EQUITY INCENTIVE PLAN

EX-10.1 Exhibit 10.1 2026 EQUITY INCENTIVE PLAN 1 QUINCE THERAPEUTICS, INC. 2026 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: July 29, 2026 APPROVED BY THE STOCKHOLDERS: October 6, 2026 1. GENERAL. (a) Successor to Prior Plans. The Plan is the successor to the Prior Plans. As of the Effective Date, (i) no additional awards may be granted under the Prior Plans; and (ii) all outstanding

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): October 6, 2026 QUINCE THERAPEUTI

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): October 6, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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): September 30, 2026 QUINCE THERAPE

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): September 30, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commi

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

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 A. WHEREAS, Employee has been employed by the Company since 2023. B

FORM 8-K Item 2.01 Completion of Acquisition or Disposition of Assets. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial S

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): September 08, 2026 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commi

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

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

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): August 31, 2026 QUINCE THERAPEUTI

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): August 31, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissi

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): August 23, 2026 QUINCE THERAPEUTI

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): August 23, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

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): August 17, 2026 QUINCE THERAPEUTI

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): August 17, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissi

QUINCE THERAPEUTICS, INC., AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.1 Exhibit 99.1 QUINCE THERAPEUTICS, INC., AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On May 18, 2026, Quince Therapeutics, Inc., a Delaware corporation (the “Company” or “Quince”), acquired Orphai Therapeutics, LLC (formerly Orphai Therapeutics, Inc., “Orphai”), a Delaware limited liability company and wholly owned subsidiary of Orphai Holdings Therapeu

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): August 14, 2026 QUINCE THERAPEUTI

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): August 14, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Quince Therapeutics Reports Second Quarter 2026 Financial Results and Corporate Update Completed acquisition of Orphai Therapeutics, adding LAM-001, an inhaled formulation of rapamycin for the treatment of multiple serious, underserved pulmonary dise

EX-99.1 Exhibit 99.1 Quince Therapeutics Reports Second Quarter 2026 Financial Results and Corporate Update Completed acquisition of Orphai Therapeutics, adding LAM-001, an inhaled formulation of rapamycin for the treatment of multiple serious, underserved pulmonary diseases, to pipeline LAM-001 Phase 2b data in PH-ILD anticipated in the first quarter of 2028; Phase 2 data in BOS anticipated in th

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AND SUPPLY AGREEMENT

Exhibit 10.7 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AND SUPPLY AGREEMENT This License and Supply Agreement (the “Agreement”), dated as of May 14th, 2026 (“Effective Date”), is by and between: PLASTIAPE S.p.A., o

As filed with the Securities and Exchange Commission on August 5, 2026

S-3/A As filed with the Securities and Exchange Commission on August 5, 2026 Registration No.

As filed with the Securities and Exchange Commission on July 31, 2026

S-3 Table of Contents As filed with the Securities and Exchange Commission on July 31, 2026 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Quince Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

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): July 29, 2026 QUINCE THERAPEUTICS

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): July 29, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

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EX-99.6 Exhibit 99.6 Orphai Therapeutics, Inc. Financial Statements as of and for the Years Ended December 31, 2025 and 2024, Independent Auditor’s Report ORPHAI THERAPEUTICS, INC. TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1–2 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024: Balance Sheets 3 Statements of Operations and Comprehensive Loss 4 Statements of Cha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2026 QU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorpora

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

EX-99.8 Exhibit 99.8 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION On May 18, 2026, Quince Therapeutics, Inc., a Delaware corporation (the “Company” or “Quince”), acquired Orphai Therapeutics, LLC (formerly Orphai Therapeutics, Inc., “Orphai”), a Delaware limited liability company and wholly owned subsidiary of Orphai Holdings Therapeutics, Inc., a Delaware corporation

RISK FACTORS

EX-99.5 Exhibit 99.5 RISK FACTORS You should carefully consider the risks described below, as well as general economic and business risks and the other information herein. The occurrence of any of the events or circumstances described below or other adverse events could have a material adverse effect on our business, results of operations and financial condition and could cause the trading price o

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EX-99.7 Exhibit 99.7 Orphai Therapeutics, Inc. Financial Statements as of March 31, 2026 and December 31, 2025 and for the Quarterly Periods Ended March 31, 2026 and 2025 ORPHAI THERAPEUTICS, INC. TABLE OF CONTENTS Page FINANCIAL STATEMENTS AS OF MARCH 31, 2026 AND DECEMBER 31, 2025 AND FOR THE QUARTERS ENDED MARCH 31, 2026 AND 2025: Balance Sheets 1 Statements of Operations and Comprehensive Loss

Post lung transplant BOS patients benefitted from the use of oral rapamycin.

EX-99.4 Exhibit 99.4 BUSINESS Our Company We are a clinical-stage biopharmaceutical company developing a novel disease modifying therapeutic to address the significant unmet medical need associated with pulmonary disorders with few, if any, treatment options available. On May 18, 2026, we completed the acquisition of Orphai Therapeutics, a clinical-stage biopharmaceutical company developing therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorp

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION QUINCE THERAPEUTICS, INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUINCE THERAPEUTICS, INC. Quince Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: A.The Corporation was originally incorporated, and the original Certificate of Incorporation was filed with the S

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): June 26, 2026 QUINCE THERAPEUTICS

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): June 26, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

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): June 11, 2026 QUINCE THERAPEUTICS

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): June 11, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

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): May 20, 2026 QUINCE THERAPEUTICS,

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): May 20, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

QUINCE THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES C NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

EX-3.1 Exhibit 3.1 QUINCE THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Quince Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was dul

QUINCE THERAPEUTICS, INC. WARRANT TO PURCHASE SERIES C NON-VOTING CONVERTIBLE PREFERRED STOCK OR COMMON STOCK Warrant No. [•] Number of Shares: [•] (subject to adjustment) Original Issue Date: May [18/21], 2026

EX-4.1 Exhibit 4.1 THE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED

Quince Therapeutics Announces Clinically Meaningful Improvements Across Functional, Hemodynamic and Biomarker Measures in Phase 2 Study in PAH and PH-ILD

EX-99.2 Exhibit 99.2 Quince Therapeutics Announces Clinically Meaningful Improvements Across Functional, Hemodynamic and Biomarker Measures in Phase 2 Study in PAH and PH-ILD • Data from Phase 2a study of LAM-001 on top of standard of care in PH-ILD patients with refractory PH demonstrated clinically meaningful improvement in multiple assessments of lung function, including improvement in 6MWD of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorpo

611 Gateway Boulevard • Suite 273 • South San Francisco • California • 94080

EX-10.5 Exhibit 10.5 May 17, 2026 Dirk Thye RE: Retention Bonus Dirk, Quince feels it is in our best interest to retain you in order to ensure continuity of operations. We would like to offer you, based on the milestone below, a bonus totaling $700,000.00. The bonus will be paid if you remain employed by Parent through the date of stockholder approval of matters relating to Quince’s acquisition of

Disclaimers The information in this Presentation has been prepared by Quince Therapeutics, Inc. (“Quince”) and Orphai Therapeutics, Inc. (“Orphai” and, together with Quince and each of Quince’s subsidiaries, the “company”) and contains information pe

EX-99.3 Corporate Presentation May 18, 2026 A Subsidiary of Quince Therapeutics Exhibit 99.3 Disclaimers The information in this Presentation has been prepared by Quince Therapeutics, Inc. (“Quince”) and Orphai Therapeutics, Inc. (“Orphai” and, together with Quince and each of Quince’s subsidiaries, the “company”) and contains information pertaining to the business and operations of the company. T

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): May 17, 2026 QUINCE THERAPEUTICS,

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): May 17, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

Quince Therapeutics Announces Clinically Meaningful Improvements Across Functional, Hemodynamic and Biomarker Measures in Phase 2 Study in PAH and PH-ILD • Data from Phase 2a study of LAM-001 on top of standard of care in PH-ILD patients with refract

EX-99.2 Exhibit 99.2 Quince Therapeutics Announces Clinically Meaningful Improvements Across Functional, Hemodynamic and Biomarker Measures in Phase 2 Study in PAH and PH-ILD • Data from Phase 2a study of LAM-001 on top of standard of care in PH-ILD patients with refractory PH demonstrated clinically meaningful improvement in multiple assessments of lung function, including improvement in 6MWD of

611 Gateway Boulevard • Suite 273 • South San Francisco • California • 94080

EX-10.6 Exhibit 10.6 May 17, 2026 Brendan Hannah RE: Retention Bonus Brendan, Quince feels it is in our best interest to retain you in order to ensure continuity of operations. We would like to offer you, based on the milestone below, a bonus totaling $500,000.00. The bonus will be paid if you remain employed by Parent through the date of stockholder approval of matters relating to Quince’s acquis

AGREEMENT AND PLAN OF MERGER by and among: QUINCE THERAPEUTICS, INC., a Delaware corporation; PHOENIX MERGER SUB I, INC., a Delaware corporation; PHOENIX MERGER SUB II, LLC, a Delaware limited liability company; ORPHAI THERAPEUTICS, LLC, a Delaware l

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: QUINCE THERAPEUTICS, INC., a Delaware corporation; PHOENIX MERGER SUB I, INC., a Delaware corporation; PHOENIX MERGER SUB II, LLC, a Delaware limited liability company; ORPHAI THERAPEUTICS, LLC, a Delaware limited liability company; and ORPHAI HOLDINGS THERAPEUTICS, INC., a Delaware corporation; Dated as of May 17, 2026 TABLE OF CONTENT

SECURITIES PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 18, 2026, by and among Quince Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on EXHIBIT A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and deliv

REGISTRATION RIGHTS AGREEMENT

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 18, 2026, is entered into by and among Quince Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized t

Quince Announces Acquisition of Orphai and up to $187 Million Private Placement to Advance Pulmonary Pipeline

EX-99.1 Exhibit 99.1 Quince Announces Acquisition of Orphai and up to $187 Million Private Placement to Advance Pulmonary Pipeline • Acquisition includes LAM-001, an inhaled formulation of rapamycin for multiple pulmonary diseases, including pulmonary hypertension associated with interstitial lung disease (PH-ILD) and bronchiolitis obliterans syndrome post lung transplant (BOS) • $115 million in u

May 12, 2026

EX-10.4 Exhibit 10.4 May 12, 2026 Brigette Roberts Re: Updated Compensation Arrangement Dear Brigette: We are pleased to provide you with this letter agreement (this “Agreement”) which sets forth certain equity-related terms applicable to your employment with Orphai Therapeutics Inc. (the “Company”). As you know, the Company intends to raise money through a Qualified Financing (as defined below),

611 Gateway Boulevard • Suite 273 • South San Francisco • California • 94080

EX-10.3 Exhibit 10.3 May 17, 2026 Brigette Roberts Re: Employment Terms Dear Brigette: As you are aware, Orphai Therapeutics, Inc. (the “Company”) is pursuing a potential corporate transaction with Quince Therapeutics, Inc. (the “Parent”), pursuant to which it will ultimately become a subsidiary of Parent (the “Merger”). Parent is pleased to offer you continued employment with the Company followin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

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): April 27, 2026 QUINCE THERAPEUTIC

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): April 27, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38890 Quince Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1

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): April 22, 2026 QUINCE THERAPEUTIC

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): April 22, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissio

As filed with the Securities and Exchange Commission on April 17, 2026

S-8 As filed with the Securities and Exchange Commission on April 17, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Quince Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.001 per share, Quince Therapeutics, Inc. 2019 Equity Incentive Plan Other 214,63

AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF QUINCE THERAPEUTICS, INC.

Exhibit 3.4 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF QUINCE THERAPEUTICS, INC. The undersigned, in his capacity as the Chief Executive Officer of Quince Therapeutics, Inc. (the “Corporation”), hereby certifies on behalf of the Corporation that the following Amendment to the Amended and Restated Bylaws of the Corporation (the “Bylaws”) was duly adopted by the Board of Directors of the Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38890 Quince Therapeu

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): April 9, 2026 QUINCE THERAPEUTICS

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): April 9, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION QUINCE THERAPEUTICS, INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUINCE THERAPEUTICS, INC. Quince Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: A. The Corporation was originally incorporated, and the original Certificate of Incorporation was filed with the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING   ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transit

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING   ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition

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): March 27, 2026 QUINCE THERAPEUTIC

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): March 27, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissio

Quince Therapeutics Settles Approximately $16.4 Million of Debt

EX-99.1 Exhibit 99.1 NEWS RELEASE Quince Therapeutics Settles Approximately $16.4 Million of Debt SOUTH SAN FRANCISCO, Calif. – March 30, 2026 – Quince Therapeutics, Inc. (Nasdaq: QNCX) today announced the successful settlement of the company’s outstanding obligations under its loan from the European Investment Bank (EIB) for a payment of $5.5 million. This marks a material milestone for Quince as

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): March 16, 2026 QUINCE THERAPEUTIC

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): March 16, 2026 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiza

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): February 12, 2026 Quince Therapeu

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): February 12, 2026 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commis

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): January 30, 2026 Quince Therapeut

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): January 30, 2026 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commiss

Quince Therapeutics Announces Topline Results from Pivotal Phase 3 NEAT Clinical Trial of eDSP in Ataxia-Telangiectasia Primary and key secondary endpoint did not achieve statistical significance eDSP was generally well tolerated with no clinically m

EX-99.1 Exhibit 99.1 NEWS RELEASE Quince Therapeutics Announces Topline Results from Pivotal Phase 3 NEAT Clinical Trial of eDSP in Ataxia-Telangiectasia Primary and key secondary endpoint did not achieve statistical significance eDSP was generally well tolerated with no clinically meaningful safety concerns identified Company to cease clinical development of eDSP; Intends to preserve cash and exp

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): January 29, 2026 Quince Therapeut

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): January 29, 2026 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commiss

Donald FITZPATRICK

Exhibit 10.1 BY E-MAIL AND BY COURIER QUINCE THERAPEUTICS S.P.A. (the "Borrower") 3, Via Meucci, Bresso (MI), 20091, Italy For the attention of: Chief Executive Officer E-mail: [email protected] and infο@erydel.com ERYDEL ITALY, INC., QUINCE THERAPEUTICS, INC., ERYDEL US, INC., ERYDEL USA, INC. (the "Guarantors") 601 Gateway Blvd. Suite 1250 South San Francisco, CA 94080 Delaware, USA incorporati

Quince Therapeutics Provides Business Update and Reports Third Quarter 2025 Financial Results Pivotal Phase 3 NEAT clinical trial evaluating lead asset, eDSP, for the treatment of A-T remains on track with topline results expected in first quarter of

Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Third Quarter 2025 Financial Results Pivotal Phase 3 NEAT clinical trial evaluating lead asset, eDSP, for the treatment of A-T remains on track with topline results expected in first quarter of 2026 SOUTH SAN FRANCISCO, Calif. – November 12, 2025 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedi

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

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): November 12, 2025 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Up to $75,000,000 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-283897 Prospectus Supplement (to Prospectus dated December 26, 2024 and the Prospectus Supplement dated March 24, 2025) Up to $75,000,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated December 26, 2024, filed with the Securities and Exchange Commission as a part of our registration

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): October 17, 2025 QUINCE THERAPEUT

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): October 17, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commiss

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): September 25, 2025 QUINCE THERAPE

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): September 25, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

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): August 11, 2025 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commissi

Quince Therapeutics Provides Business Update and Reports Second Quarter 2025 Financial Results Marks major milestone with completion of enrollment in pivotal Phase 3 NEAT clinical trial evaluating lead asset, eDSP, for the treatment of A-T; topline r

Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Second Quarter 2025 Financial Results Marks major milestone with completion of enrollment in pivotal Phase 3 NEAT clinical trial evaluating lead asset, eDSP, for the treatment of A-T; topline results expected in first quarter of 2026 Closed financing priced at a premium bringing existing cash position to approximately $35 millio

Up to 6,671,928 Shares of Common Stock Up to 2,000,000 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants Up to 8,671,928 Shares of Common Stock Issuable Upon Exercise of Warrants

424B5 Table of Contents As Filed Pursuant to Rule 424(b)(5) Registration No. 333-288971 PROSPECTUS Up to 6,671,928 Shares of Common Stock Up to 2,000,000 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants Up to 8,671,928 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the proposed resale from time to time by the selling stockholders of: • Up t

Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080

CORRESP Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080 August 1, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Quince Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-288971 Ladies and Gentlemen: Quince Therapeutics, Inc. (the “Registrant”) hereby reques

LETTER

August 1, 2025 Dr. Dirk Thye Chief Executive Officer, Chief Medical Officer and Director Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080 Re: Quince Therapeutics, Inc. Registration Statement on Form S-3 Filed July 25, 2025 File No. 333-288971 Dear Dr. Dirk Thye: This is to advise you that we have not reviewed and will not review your registration statement.

As filed with the Securities and Exchange Commission on July 25, 2025

Table of Contents As filed with the Securities and Exchange Commission on July 25, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Quince Therapeutics, Inc.

Quince Therapeutics Completes Enrollment in Pivotal Phase 3 NEAT Clinical Trial in Ataxia-Telangiectasia

Exhibit 99.1 Quince Therapeutics Completes Enrollment in Pivotal Phase 3 NEAT Clinical Trial in Ataxia-Telangiectasia SOUTH SAN FRANCISCO, Calif. – July 16, 2025 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated to unlocking the power of a patient’s own biology for the treatment of rare diseases, today announced that the company has completed enrollment in it

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): July 16, 2025 QUINCE THERAPEUTICS

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): July 16, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

Form of Pre-Funded Warrant

EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HA

Form of Common Warrant

Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK (OR IN LIEU THEREOF, PRE-FUNDED WARRANTS (AS DEFINED BELOW)) ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,

Form of Securities Purchase Agreement, dated June 12, 2025, by and among Quince Therapeutics, Inc. and each of the several purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 12, 2025, by and among Quince Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering

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): June 12, 2025 Quince Therapeutics

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): June 12, 2025 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commission

Form of Registration Rights Agreement, dated June 12, 2025, by and among Quince Therapeutics, Inc. and each of the several purchasers signatory thereto.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 12, 2025, is entered into by and among Quince Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms us

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): June 4, 2025 QUINCE THERAPEUTICS,

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): June 4, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Quince Therapeutics Provides Business Update and Reports First Quarter 2025 Financial Results Plan to potentially conclude enrollment early for Phase 3 NEAT clinical trial in Ataxia-Telangiectasia (A-T) to align topline results with existing cash run

Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports First Quarter 2025 Financial Results Plan to potentially conclude enrollment early for Phase 3 NEAT clinical trial in Ataxia-Telangiectasia (A-T) to align topline results with existing cash runway SOUTH SAN FRANCISCO, Calif. – May 13, 2025 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 24, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiza

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Quince Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-388

Insider Trading Policy

Exhibit 19.1 Quince Therapeutics, Inc. Insider Trading Policy (adopted July 25, 2023) Introduction During the course of your relationship with Quince Therapeutics, Inc. (“Quince”), you may receive material information that is not yet publicly available (“material nonpublic information”) about Quince or other publicly traded companies that Quince has business relationships with. Material nonpublic

Quince Therapeutics Provides Business Update and Reports Fiscal Year 2024 Financial Results Phase 3 NEAT clinical trial exceeds 50% enrollment with new study site activations expected to accelerate screenings and randomization Existing cash position

Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Fiscal Year 2024 Financial Results Phase 3 NEAT clinical trial exceeds 50% enrollment with new study site activations expected to accelerate screenings and randomization Existing cash position of $40.8 million expected to provide operating runway through Phase 3 topline results into 2026 SOUTH SAN FRANCISCO, Calif. – March 24, 2

$21,937,722 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-283897 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 26, 2024) $21,937,722 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated December 26, 2024, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-283897), or the Prio

List of subsidiaries

Exhibit 21.1 List of Subsidiaries of Quince Therapeutics, Inc. Quince Therapeutics, Inc. subsidiaries as of December 31, 2024, are listed below. Subsidiary Jurisdiction of Incorporation Cortexyme Australia Pty Ltd Australia Novosteo, LLC Delaware Novosteo Pty Ltd Australia EryDel US, Inc. Delaware EryDel USA, Inc. New Jersey EryDel Italy, Inc. Delaware Quince Therapeutics, S.p.A Italy

Outside Director Compensation Policy adopted April 9,2019; Amended and Restated:

Exhibit 10.15 QUINCE THERAPEUTICS, INC. OUTSIDE DIRECTOR COMPENSATION POLICY ADOPTED: APRIL 9, 2019; ORIGINALLY EFFECTIVE: MAY 8, 2019 (the “Effective Date”) AMENDED AND RESTATED: DECEMBER 2, 2024 Each member of the Board of Directors (the “Board”) of Quince Therapeutics, Inc. (the “Company”) who is not an employee of the Company (each such member, an “Outside Director”) will receive the compensat

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Quince Therapeutics, Inc. (“we,” “our,” “us,” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”): our common stock. The following summary description of our capital stock is based upon our

As filed with the Securities and Exchange Commission on March 24, 2025

S-8 As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of Quince Therapeutics, Inc.

Up to $75,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283897 PROSPECTUS Up to $75,000,000 Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement, dated December 18, 2024, or the Sales Agreement, with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC, or the Agents, relating to the sale of shares of our common stock, par value $0.001 per share, offered by this prospec

LETTER

December 23, 2024 Dirk Thye, M.D. Chief Executive Officer and Chief Medical Officer Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080 Re: Quince Therapeutics, Inc. Registration Statement on Form S-3 Filed December 18, 2024 File No. 333-283897 Dear Dirk Thye M.D.: This is to advise you that we have not reviewed and will not review your registration statement.

Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080

Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080 December 23, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549-3010 Attention: Daniel Crawford RE: Quince Therapeutics, Inc. Registration Statement on Form S-3 Filed December 18, 2024 File No. 333-283897 Ladies and Gentlemen: Quince

Controlled Equity OfferingSM Sales Agreement, by and among the Company, Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC, dated as of December 18, 2024

Exhibit 1.2 QUINCE THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement December 18, 2024 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: Quince Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Ag

Form of Indenture

Exhibit 4.4 QUINCE THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee’s Certificate. 8

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Quince Therapeutics, Inc.

As filed with the U.S. Securities and Exchange Commission on December 18, 2024

As filed with the U.S. Securities and Exchange Commission on December 18, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 90-1024039 (State or other jurisdiction of incorporation or organization

QNCX / Quince Therapeutics, Inc. / TANG CAPITAL MANAGEMENT LLC - AMENDMENT NO. 2 Passive Investment

Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Current Report

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): November 12, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ

QNCX / Quince Therapeutics, Inc. / Lamond David - SC 13D Activist Investment

SC 13D 1 d842349dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22053A107 (CUSIP Number) David A. Lamond c/o Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 So

Quince Therapeutics Provides Business Update and Reports Third Quarter 2024 Financial Results Phase 3 NEAT clinical trial on track with 32 patients enrolled to date with majority of U.S. and European study sites now enrolling patients

Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Third Quarter 2024 Financial Results Phase 3 NEAT clinical trial on track with 32 patients enrolled to date with majority of U.S. and European study sites now enrolling patients SOUTH SAN FRANCISCO, Calif. – November 13, 2024 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated to unlocking th

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): August 13, 2024 QUINCE THERAPEUTI

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): August 13, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiz

Quince Therapeutics Provides Business Update and Reports Second Quarter 2024 Financial Results Strong cash position expected to provide sufficient operating runway into 2026; Phase 3 topline results expected in the fourth quarter of 2025

Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Second Quarter 2024 Financial Results Strong cash position expected to provide sufficient operating runway into 2026; Phase 3 topline results expected in the fourth quarter of 2025 SOUTH SAN FRANCISCO, Calif. – August 13, 2024 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated to unlocking t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

QNCX / Quince Therapeutics, Inc. / Sofinnova Partners SAS - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1) * Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number)

Current Report

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): June 20, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizat

Current Report

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): June 5, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38890 Quince Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Quince Therapeutics, Inc.

Accession, Amendment and Restatement Agreement to the Finance Contract relating to the Finance Contract dated 24 July 2020, as amended from time to time, by and between the Company, EryDel Italy, Inc., EryDel US, Inc., EryDel USA, Inc. EryDel S.p.A, and the European Investment Bank, dated as of October 20, 2023

Exhibit 10.27 Certain information contained in this exhibit, marked by [***], has been excluded from this exhibit in accordance with Item 601(b)(10) of Regulation S-K because the registrant has determined that it is both not material and is the type that the registrant treats as private or confidential. To: Quince Therapeutics, Inc. 601 Gateway Blvd. Suite 1250 South San Francisco, CA 94080 USA Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38890 Quince Therapeu

Incentive Compensation Recoupment Policy

Exhibit 97.1 Quince Therapeutics, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Quince Therapeutics, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Poli

Accession, Amendment and Restatement Agreement to the Finance Contract relating to the Finance Contract dated 24 July 2020, as amended from time to time, by and between the Company, EryDel Italy, Inc., EryDel US, Inc., EryDel USA, Inc. EryDel S.p.A, and the European Investment Bank, dated as of October 20, 2023

Exhibit 10.26 Certain information contained in this exhibit, marked by [***], has been excluded from this exhibit in accordance with Item 601(b)(10) of Regulation S-K because the registrant has determined that it is both not material and is the type that the registrant treats as private or confidential. To: European Investment Bank 100, boulevard Konrad Adenauer L-2950 Luxembourg Luxembourg Email

List of subsidiaries

Exhibit 21.1 List of Subsidiaries of Quince Therapeutics, Inc. Entity Name Jurisdiction of Incorporation Cortexyme Australia Pty Ltd Australia Novosteo, LLC Delaware Novosteo Pty Ltd Australia EryDel US, Inc. Delaware EryDel USA, Inc. New Jersey EryDel S.p.A Italy EryDel Italy, Inc. Delaware

2019 Equity Incentive Plan and forms of stock award agreements thereunder

Exhibit 10.6 QUINCE THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equity-based compensation to align their interests with the Company’s sto

As filed with the Securities and Exchange Commission on April 1, 2024

As filed with the Securities and Exchange Commission on April 1, 2024 Registration No.

Current Report

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): February 13, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation organiza

CRTX / Cortexyme Inc / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 o1172410sc13ga1.htm AMENDMENT NO. 1 Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check t

CRTX / Cortexyme Inc / Sofinnova Partners SAS - SC 13G Passive Investment

SC 13G 1 tm245842d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No.) * Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Sec

CRTX / Cortexyme Inc / BML Investment Partners, L.P. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) December 31

Current Report

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): January 23, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation organizat

EryDel S.p.A. Condensed Consolidated Financial Statements As of September 30, 2023 and for the three- and nine-months periods ended September 30, 2023 and 2022 Condensed Consolidated Balance Sheets 1 Condensed Consolidated Income Statements 2 Condens

EX-99.2 Exhibit 99.2 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EryDel S.p.A. As of September 30, 2023 and for the three- and nine-months periods ended September 30, 2023 and 2022 EryDel S.p.A. Condensed Consolidated Financial Statements As of September 30, 2023 and for the three- and nine-months periods ended September 30, 2023 and 2022 Contents Condensed Consolidated Balance Sheets 1 Condensed

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On October 20, 2023, Quince Therapeutics, Inc. (“Quince” or the “Company”) completed its previously announced acquisition (the “EryDel Acquisition”) of EryDel S.p.A. (“EryDel”), pursuant to that certain Stock Purchase Agreement, dated as of July 21, 2023, (the “Purchase Agreement”), by and among the Company, EryDel,

Report on the Audit of the Consolidated Financial Statements

EX-99.1 Exhibit 99.1 Independent Auditors’ Report To the Board of Directors and Shareholders Erydel S.p.A. Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of Erydel S.p.A. (the Company), which comprise the consolidated balance sheet as of December 31, 2022 and 2021, and the related consolidated statements of income, compreh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 Quince Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of inc

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): December 29, 2023 QUINCE THERAPEU

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): December 29, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ

Current Report

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): December 22, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ

CRTX / Cortexyme Inc / Genextra S.p.A. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) October 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

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): December 4, 2023 QUINCE THERAPEUT

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): December 4, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi

Transition and Separation Agreement between Quince Therapeutics, Inc. and Karen Smith, dated as of August 4, 2023

DocuSign Envelope ID: D1A67A37-8755-4955-A095-4EEA855FA3B5 DocuSign Envelope ID: D11F53CA-00F3-4803-8535-AAE38A5D89AB DocuSign Envelope ID: 1088B284-F298-437C-88A2-FC7F739B18B1 Exhibit 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quinc

Offer Letter between Quince Therapeutics, Inc. and Charles Ryan, dated as of August 1, 2023

Exhibit 10.3 DocuSlgn Envelope ID: F7C9E685-A526-42DF•A1CB-6FBDC9B4648B August 1, 2023 Charles Ryan Via Electronic Delivery Re: Offer of Employment with Quince Therapeutics, Inc. Dear Charles: Quince Therapeutics, Inc. (the "Company") is pleased to offer you employment with the Company on the terms described below (the"Agreement''), beginning on September 1, 2023 or such date as otherwise agreed t

Executive Change in Control and Severance Agreement between Quince Therapeutics, Inc. and Charles Ryan, dated as of September 1, 2023

DocuSign Envelope ID: AE44FA8A-DECF-41DD-ACE9-CDOSA9F3B77C Exhibit 10.4 QUINCE THERAPEUTICS, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the "Agreement') is made and entered into by and between Charles Ryan ("Executive") and Quince Therapeutics, Inc. (the"Company"), effective as of September 1, 2023 (the"Effective Date"). RECIT

Current Report

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): October 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 20, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 30, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiz

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): August 4, 2023 QUINCE THERAPEUTIC

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): August 4, 2023 QUINCE THERAPEUTICS INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince The

Amendment No. 3 to License Agreement dated June 22, 2023 by and between Purdue Research Foundation and Novosteo Inc.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Quince Therapeutics to Acquire EryDel SpA and its Phase 3 Asset Targeting Ataxia-Telangiectasia with No Currently Approved Treatments and Estimated $1+ Billion Peak Sales Opportunity Well-capitalized into 2026 with ability to fully fund lead asset Er

EX-99.2 Exhibit 99.2 NEWS RELEASE Quince Therapeutics to Acquire EryDel SpA and its Phase 3 Asset Targeting Ataxia-Telangiectasia with No Currently Approved Treatments and Estimated $1+ Billion Peak Sales Opportunity Well-capitalized into 2026 with ability to fully fund lead asset EryDex expected through Phase 3 trial under special protocol assessment (SPA) and to NDA submission EryDex utilizes au

Stock Purchase Agreement, dated as of July 21, 2023 by and among Quince Therapeutics, Inc., EryDel Italy, Inc., EryDel S.p.A., certain holders and managers set forth on Schedule II thereto, and Shareholder Representative Services LLC, as the stockholder representative

EX-2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT AMONG QUINCE THERAPEUTICS, INC., ERYDEL ITALY, INC., ERYDEL S.P.A., THE SHAREHOLDERS AND THE MANAGERS SET FORTH ON SCHEDULE II HERETO AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS HOLDER REPRESENTATIVE FOR THE SHAREHOLDERS TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 ARTICLE II THE TRANSACTIONS 17 2.1 Sale and Purchase of Company Stock 17 2.2

Transformative acquisition with value-creating clinical milestones Phase 3 lead asset EryDex targets Ataxia-Telangiectasia (A-T) with no currently approved treatments and estimated $1+ billion peak sales opportunity EryDex designed for controlled, sl

EX-99.1 Exhibit 99.1 Quince Therapeutics to Acquire EryDel July 24, 2023 Forward-looking statements Statements in this presentation contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject

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): July 21, 2023 QUINCE THERAPEUTICS

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): July 21, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizat

CRTX / Cortexyme Inc / BML Investment Partners, L.P. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) July 06, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

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): May 24, 2023 QUINCE THERAPEUTICS,

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): May 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizati

Lighthouse Purchase Agreement

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince Th

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38890 Quince Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) o f the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) o f the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Certificate of Designation of Series A Junior Participating Preferred Stock

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF QUINCE THERAPEUTICS, INC. The undersigned, Dirk Thye, does hereby certify: 1. That he is duly elected and acting Chief Executive Officer of Quince Therapeutics, Inc., a Delaware corporation (the “Corporation”). 2. That pursuant to the authority conferred upon the

Quince Therapeutics Adopts Limited Duration Stockholders Rights Plan

EX-99.1 Exhibit 99.1 Quince Therapeutics Adopts Limited Duration Stockholders Rights Plan SOUTH SAN FRANCISCO, Calif. – April 5, 2023 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a biotechnology company focused on acquiring, developing, and commercializing innovative therapeutics that transform patients’ lives, today announced that its Board of Directors (the “Board”) unanimously approved the adopt

Rights Agreement dated as of April 5, 2023, between Quince Therapeutics, Inc. and American Stock Transfer & Trust Company, LLC

EX-4.1 Exhibit 4.1 STRICTLY CONFIDENTIAL RIGHTS AGREEMENT April 5, 2023 TABLE OF CONTENTS Page SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 7 SECTION 3. ISSUANCE OF RIGHTS. 8 SECTION 4. FORM OF RIGHT CERTIFICATES. 10 SECTION 5. COUNTERSIGNATURE AND REGISTRATION 11 SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Quince Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 90-1024039 (State of other incorporation or organization) (I.R.S. Employer I.D. No.) Delaware 601 Gateway B

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): April 5, 2023 QUINCE THERAPEUTICS

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): April 5, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-38890 90-1024039 (State of incorporation) (Commission File No.) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

CRTX / Cortexyme Inc / TANG CAPITAL PARTNERS LP Passive Investment

Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Quince Therapeutics, Inc. and further agree to the filing of this agreement as an exhibit th

Current Report

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): March 27, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38890 Quince Therapeu

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Quince Therapeutics, Inc.

Power of Attorney (included on the signature page of this Registration Statement)

As filed with the Securities and Exchange Commission on March 15, 2023 Registration No.

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): March 1, 2023 QUINCE THERAPEUTICS

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): March 1, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizat

CRTX / Cortexyme Inc / EPQ LLC, CTYM PS - QNCX_13G_A4 Passive Investment

SC 13G/A 1 qncx13ga4.htm QNCX13GA4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) ý Rule 13d-1(b)

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): January 24, 2023 QUINCE THERAPEUT

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): January 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi

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): January 24, 2023 QUINCE THERAPEUT

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): January 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi

Current Report

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): December 13, 2022 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quinc

Second Amendment to License Agreement, dated as of July 22, 2022, by and between Purdue Research Foundation and Novosteo, Inc

Exhibit 10.1 [Certain confidential portions of this agreement (marked with [***]) have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the Company has determined that such redacted information is (i) not material, and (ii) is the type of information the company treats as private or confidential.] AMENDMENT #2 TO LICENSE AGREEMENT THIS AMENDMENT #2 TO LICENSE AGREEMENT (the

Current Report

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): September 28, 2022 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or orga

Amendment No. 1 to License Agreement dated March 21, 2022 by and between Purdue Research Foundation and Novosteo Inc.

Exhibit 10.19 AMENDMENT #1 TO LICENSE AGREEMENT THIS AMENDMENT #1 TO LICENSE AGREEMENT (the ?Amendment?), made and entered into this 21st day of March, 2022 (?Amendment Effective Date?) by and between Purdue Research Foundation, a corporation formed and existing under the Indiana Foundation or Holding Companies Act of 1921 with its main offices located at 1281 Win Hentschel Blvd, West Lafayette, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince The

Executive Change in Control and Severance Agreement by and between Cortexyme, Inc. and Dirk Thye, dated May 19, 2022

Exhibit 10.12 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Dirk Thye, MD (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May [19], 2022 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that

Separation Agreement, by and between Cortexyme, Inc. and Leslie Holsinger, dated as of July 31, 2022

Exhibit 10.16 CORTEXYME, INC. July 15, 2022 Leslie Holsinger VIA EMAIL ([email protected]) Dear Leslie: This letter sets forth the substance of the separation agreement (the "Agreement") that Cortexyme, Inc. (the "Company") is offering to you to aid in your employment transition. 1. Separation. Your last day of work with the Company and your employment termination date will be July 31, 2022

Separation Agreement, by and between Cortexyme, Inc. and Christopher Lowe, dated as of June 10, 2022

Exhibit 10.13 CORTEXYME, INC. June 10, 2022 Christopher Lowe VIA EMAIL ([email protected]) Dear Chris: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Cortexyme, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. Your last day of work with the Company and your employment termination date will be June 10, 2022 (the

Sublease Agreement, by and between Cortexyme, Inc. and ICON Clinical Research LLC, dated as of May 5, 2022

Exhibit 10.14 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of May 5 , 2022, by and between ICON Clinical Research, LLC, a Delaware limited liability company, as sublandlord ("Sublandlord"), and Cortexyme, Inc., a Delaware corporation, as subtenant ("Subtenant"). WHEREAS, Sublandlord, as Tenant, and 601 & 651 Gateway Center LP, a Delaware limited partners

Separation Agreement, by and between Cortexyme, Inc. and Caryn G. McDowell, dated as of May 19, 2022

Exhibit 10.9 CORTEXYME, INC. May 19, 2022 Caryn G. McDowell VIA EMAIL ([email protected]) Dear Caryn: This letter sets forth the substance of the transition separation agreement (the ?Agreement?) that Cortexyme, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. If you sign this Agreement and allow it to become effective, your employment will continu

Executive Change in Control and Severance Agreement by and between Cortexyme, Inc. and Brendan Hannah, dated May 19, 2022

Exhibit 10.10 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Brendan Hannah (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May [19], 2022 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined tha

Separation Agreement, by and between Cortexyme, Inc. and Michael Detke, dated as of May 2, 2022

Exhibit 10.1 CORTEXYME, INC. May 2, 2022 Michael Detke VIA EMAIL ([email protected]) Dear Mike: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Cortexyme, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. Your last day of work with the Company and your employment termination date will be May 2, 2022 (the ?Separat

Consent to Sublease, by and between Cortexyme, Inc. and ICON Clinical Research LLC, dated as of June 8, 2022

Exhibit 10.15 CONSENT TO SUBLEASE This Consent to Sublease (this ?Consent?) is made as of June 8, 2022, by 601 & 651 GATEWAY CENTER LP, a Delaware limited partnership, having an address of 26 North Euclid Avenue, Pasadena, California 91101, Attn: Corporate Secretary, Re: 601/651 Gateway (?Landlord?), ICON CLINICAL RESEARCH, LLC, a Delaware limited liability company, having an address of 601 Gatewa

Outside Director Compensation Policy adopted April 9,2019; Amended and Restated: June 7, 2022

Exhibit 10.17 CORTEXYME, INC. OUTSIDE DIRECTOR COMPENSATION POLICY ADOPTED: APRIL 9, 2019; AMENDED AND RESTATED: JUNE 7, 2022 EFFECTIVE: MAY 8, 2019 (the ?Effective Date?) Each member of the Board of Directors (the ?Board?) of Cortexyme, Inc. (the ?Company?) who is not an employee of the Company (each such member, an ?Outside Director?) will receive the compensation described in this Outside Direc

Employment Offer Letter, by and between Cortexyme, Inc. and Brendan Hannah, dated May 9,2022

May 9, 2022 Exhibit 10.2 Brendan Hannah Via Electronic Delivery Re: Offer of Employment with Cortexyme Dear Brendan: As you are aware, Novosteo Inc. (the ?Company?), is pleased to offer you continued employment with the Company on the terms described below (the ?Agreement?). As you are aware, Cortexyme, Inc. (?Cortexyme?) is acquiring the Company (the ?Transaction?), pursuant to an Agreement and P

Employment Offer Letter, by and between Cortexyme, Inc. and Dirk Thye, dated May 9,2022

May 9, 2022 Exhibit 10.4 Dirk Thye, MD Via Electronic Delivery Re: Offer of Employment with Cortexyme Dear Dirk: As you are aware, Novosteo Inc. (the ?Company?), is pleased to offer you continued employment with the Company on the terms described below (the ?Agreement?). As you are aware, Cortexyme, Inc. (?Cortexyme?) is acquiring the Company (the ?Transaction?), pursuant to an Agreement and Plan

Employment Offer Letter, by and between Cortexyme, Inc. and Karen Smith, dated May 9,2022

May 9, 2022 Exhibit 10.3 Karen Smith Via Electronic Delivery Re: Offer of Employment with Cortexyme Dear Karen: As you are aware, Novosteo Inc. (the ?Company?), is pleased to offer you continued employment with the Company on the terms described below (the ?Agreement?). As you are aware, Cortexyme, Inc. (?Cortexyme?) is acquiring the Company (the ?Transaction?), pursuant to an Agreement and Plan o

Executive Change in Control and Severance Agreement, by and between Cortexyme, Inc. and Karen Smith, dated as of May 19, 2022

Exhibit 10.11 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Karen Smith (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May [19], 2022 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that i

License Agreement dated June 3, 2020, by and between Purdue Research Foundation and Novosteo Inc.

Exhibit 10.18 [Certain confidential portions of this agreement (marked with [***]) have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the Company has determined that such redacted information is (i) not material, and (ii) is the type of information the company treats as private or confidential.] license Agreement THIS LICENSE AGREEMENT (this ?Agreement?) is made and enter

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 1, 2022 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissio

Amended and Restated Bylaws

Exhibit 3.2 QUINCE THERAPEUTICS, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS QUINCE THERAPEUTICS, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page ARTICLE I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organization 2 Section 1.

Certificate of Amendment to the registrant’s Certificate of Incorporation, effective August 1, 2022

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORTEXYME, INC. Cortexyme, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: A. The Corporation was originally incorporated, and the original Certificate of Incorporation was filed with the Secretary of State of the State

Quince Therapeutics Details Strategic Growth Plan with Launch of New Corporate Name Strategic focus centered on advancing innovative precision therapeutics for debilitating and rare diseases Highly differentiated bone-targeting drug platform and lead

Exhibit 99.1 NEWS RELEASE Quince Therapeutics Details Strategic Growth Plan with Launch of New Corporate Name Strategic focus centered on advancing innovative precision therapeutics for debilitating and rare diseases Highly differentiated bone-targeting drug platform and lead precision bone growth molecule NOV004 to address underserved therapeutic areas with major, unmet medical needs Pursuing str

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 20, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission File Numb

CRTX / Cortexyme Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) June 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 8, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Completion of Acquisition or Disposition of Assets

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): May 19, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission File Numbe

Forms of Stock Option Award Agreement, Notice of Stock Option Grant and Exercise Notice under Cortexyme, Inc. 2022 Inducement Plan

Exhibit 99.2 CORTEXYME, INC. 2022 INDUCEMENT PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Cortexyme, Inc. 2022 Inducement Plan (the ?Plan?) will have the same defined meanings in this Stock Option Award Agreement (the ?Award Agreement?). I. NOTICE OF STOCK OPTION GRANT Participant Name: You have been granted an Option to purchase Common Stock of Corte

As filed with the Securities and Exchange Commission on May 20, 2022

As filed with the Securities and Exchange Commission on May 20, 2022 Registration No.

Forms of Restricted Stock Unit Award Agreement and Notice of Restricted Stock Unit Grant Cortexyme, Inc. 2022 Inducement Plan

Exhibit 99.3 CORTEXYME, INC. 2022 INDUCEMENT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Cortexyme, Inc. 2022 Inducement Plan (the ?Plan?) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the ?Award Agreement?). I. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: You have been granted the right to rec

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cortexyme, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe

Novosteo Inc. 2019 Equity Incentive Plan

Exhibit 99.4 NOVOSTEO INC. 2019 EQUITY INCENTIVE PLAN APPROVED BY THE BOARD OF DIRECTORS: May 20, 2019 APPROVED BY THE STOCKHOLDERS: May 20, 2019 AMENDED BY THE BOARD OF DIRECTORS: August 11, 2020 APPROVED BY THE STOCKHOLDERS: August 11, 2020 AMENDED BY THE BOARD OF DIRECTORS: December 16, 2020 APPROVED BY THE STOCKHOLDERS: December 29, 2020 1. Purposes of the Plan. The purposes of this Plan are:

Cortexyme, Inc. 2022 Inducement Plan

EX-99.1 4 d265791dex991.htm EX-99.1 Exhibit 99.1 CORTEXYME, INC. 2022 INDUCEMENT PLAN 1. Purposes of the Plan; Eligible Recipients; Types of Awards. This Plan, through the granting of Awards, is intended to provide (i) an inducement material for certain individuals to enter into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Marketplace Rules, (ii) incentives for s

Up to $150,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-238851 PROSPECTUS Up to $150,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, relating to the sale of shares of our common stock offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of ou

As filed with the Securities and Exchange Commission on May 17, 2022

POS EX 1 d356169dposex.htm POS EX As filed with the Securities and Exchange Commission on May 17, 2022 Registration No. 333-238851 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 90-1024039 (State

Agreement and Plan of Merger and Reorganization, dated as of May 9, 2022 by and among Cortexyme,Inc., Novosteo Inc., Quince Merger Sub I, Inc., Quince Merger Sub II, LLC and Fortis Advisors LLC

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CORTEXYME, INC QUINCE MERGER SUB I, INC. QUINCE MERGER SUB II, LLC NOVOSTEO INC. AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDERS? REPRESENTATIVE DATED AS OF MAY 9, 2022 TABLE OF CONTENTS PAGE SECTION 1. DESCRIPTION OF TRANSACTION 1 1.1 The Merger 1 1.2 Effect of the Merger 2 1.3 Closing; Effective Time 3 1.4

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission File Number

Cortexyme Announces Agreement to Acquire Novosteo Expanding pipeline with addition of targeted therapeutics to treat rare skeletal diseases, bone cancer and injury Strengthening leadership team with appointment of Novosteo executives Dr. Dirk Thye as

Exhibit 99.1 Cortexyme Announces Agreement to Acquire Novosteo Expanding pipeline with addition of targeted therapeutics to treat rare skeletal diseases, bone cancer and injury Strengthening leadership team with appointment of Novosteo executives Dr. Dirk Thye as CEO and Dr. Karen Smith as CMO of combined company Planning corporate name change to Quince Therapeutics to reflect broadening of therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Cortexyme

Financial Statements and Exhibits, Other Events

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): May 9, 2022 CORTEXYME, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commission File Number