8-K/A
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 incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
611 Gateway Boulevard, Suite 273 South San Francisco, California | 94080 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (415)
910-5717
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.001 per share | QNCX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 2 on Form
8-K/A
(this “Amendment No. 2”) amends the Current Report on Form 8-K
filed by Quince Therapeutics, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 18, 2026 (the “Original Filing”), as amended by Amendment No. 1 to the Original Filing, filed by the Company with the SEC on May 18, 2026, in which the Company reported, among other events, the completion of the acquisition of Orphai Therapeutics, LLC, a Delaware limited liability company (formerly Orphai Therapeutics, Inc., a Delaware c
orporation) (“Orphai Subsidiary”) and Orphai Holdings Therapeutics, Inc. (“HoldCo”). This Amendment No. 2 is filed to (i) update the information in Item 9.01(a) of the Original Report to include the audited financial statements of Orphai as of and for the years ended December 31, 2025 and 2024 and the unaudited interim condensed consolidated financial statements of Orphai as of and for the three months ended March 31, 2026 and 2025; and (ii) update the information in Item 9.01(b) of the Original Report to include the unaudited pro forma condensed consolidated financial information of the Company as of and for the three months ended March 31, 2026 and the year ended December 31, 2025. The financial statements have been presented for Orphai, which was the entity that held all of the assets acquired. None of the assets acquired were attributable to HoldCo. Additionally, this Amendment No. 2 is filed to incorporate by reference business and risk factor information of Orphai. This Amendment No. 2 does not amend any other item of the Original Report. Capitalized terms used but not defined herein have the meanings given to them in the Original Report.
In accordance with Rule
12b-15
of the Securities Exchange Act of 1934, as amended, the complete text of Item 9.01 (as amended) is included herein. Item 8.01. | Other Events |
The information set forth in the “Business Section of the Company” reflecting the business of the Company following the acquisition of Orphai is attached hereto as Exhibit 99.4 and incorporated herein by reference.
The information regarding the risks associated with the business and operations of the Company following the acquisition of Orphai set forth in the “Risk Factors of the Company” is attached hereto as Exhibit 99.5 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
| (a) | Financial statements of business acquired |
The audited financial statements of Orphai as of and for the years ended December 31, 2025 and 2024 and the related notes thereto are attached hereto as Exhibit 99.6 and incorporated herein by reference.
The unaudited interim condensed consolidated financial statements of Orphai as of and for the three months end
ed Ma
rch 31, 2026 and 2025 and the related notes thereto are attached hereto as Exhibit 99.7 and incorporated herein by reference. | (b) | Pro forma financial information |
The unaudited pro forma condensed combined financial information of the Company as of and for the three months ended March 31, 2026 and the year ended December 31, 2025 is attached hereto as Exhibit 99.8 and incorporated herein by reference.
| (d) | Exhibits |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document ) |
| * | Certain schedules, annexes, and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Quince Therapeutics, Inc. | ||||||
| By: | /s/ Dirk Thye | |||||
| Date: July 29, 2026 | Name: | Dirk Thye | ||||
| Title: | Chief Executive Officer | |||||