Current Report · Items 8.01, 9.01 · 8-K
IRulya Therapeutics Inc.
Other Events
Item 8.01 . Other Events Quince Therapeutics, Inc. (the “Company”) is planning to hold a special meeting of stockholders (the “Special Meeting”), at which stockholders will be asked to approve, among other things, (i) the issuance of shares of the Company’s common stock, par value $0.001 per share (the “common stock”), upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stoc…
Filed Aug 17, 2026Accepted Aug 17, 2026, 6:01 AM EDTCIK 1662774Accession 0001193125-26-353141
Company context
Quince Therapeutics, Inc. is committed to transforming the lives of patients facing serious, underserved diseases by developing disease-modifying therapies to treat their conditions. The company is currently developing LAM-001 for the treatment of PH-ILD, BOS, and SAPH. A Phase 2a study in PH patients has been completed, a Phase 2 clinical study in BOS patients is ongoing, a Phase 2b study in PH-ILD is ongoing, and a Phase 2 study in SAPH is anticipated to begin in late 2026. By pioneering innovative approaches, the company aims to offer new hope and improved quality of life to patients worldwide.
Current securities
Historical securities (1)
Registered securities in this filing
QUINCE THERAPEUTICS, INC. · 8-K · Filed 2026-08-17
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, par value $0.001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Historical · closed Oct 9, 2026
Filing context
Context: duration_2026-08-17_to_2026-08-17
Dimensions: Not supplied
Accession 000119312526353141 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 8.01Item 8.01 - Other Events
Item 8.01
.
Other Events
Quince Therapeutics, Inc. (the “Company”) is planning to hold a special meeting of stockholders (the “Special Meeting”), at which stockholders will be asked to approve, among other things, (i) the issuance of shares of the Company’s common stock, par value $0.001 per share (the “common stock”), upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) and exercise of warrants to purchase shares of Series C Preferred Stock (the “Warrants”) and options to purchase shares of common stock, which (a) will represent more than 20% of the shares of common stock outstanding pursuant to Nasdaq Listing Rule 5635(a) and (b) may, together with certain changes to management and the Company’s Board of Directors, result in the change of control of the Company pursuant to Nasdaq Listing Rule 5635(b), and (ii) the issuance of shares of our common stock, upon conversion of the Series C Preferred Stock and upon the exercise of Warrants issued in the Company’s private placement in May 2026 pursuant to Nasdaq Listing Rule 5635(d). In connection with the Special Meeting, the Company is filing unaudited pro forma condensed consolidated financial information of the Company as of June 30, 2026, presenting the historical consolidated financial position of the Company as of June 30, 2026, adjusted to give effect to the conversion of the shares of Series C Preferred Stock into shares of common stock.
The unaudited pro forma condensed consolidated financial information, including the notes thereto, should be read in conjunction with the financial statements of the Company and the Company’s management’s discussion and analysis of financial condition and results of operations included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2026. Such unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and may not be an indication of the Company’s financial condition following the conversion of the Series C Preferred Stock for several reasons. The unaudited pro forma condensed consolidated financial information has been derived from the historical unaudited financial statements of the Company for the quarter ended June 30, 2026, and certain adjustments and assumptions have been made regarding the Company after giving effect to the conversion of the Series C Preferred Stock. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the unaudited pro forma condensed consolidated financial information does not reflect all costs that are expected to be incurred by the Company in connection with the conversion of the Series C Preferred Stock. As a result, the actual financial condition of the Company following the conversion of the Series C Preferred Stock may not be consistent with, or evident from, the unaudited pro forma condensed consolidated financial information. The assumptions used in preparing the unaudited pro forma condensed consolidated financial information may not prove to be accurate, and other factors may affect the Company’s financial condition following the conversion of the Series C Preferred Stock. For more information, please see Exhibit 99.1 attached hereto and incorporated herein by reference.
For more information regarding the Special Meeting, please refer to the Company’s Preliminary Proxy Statement, filed with the SEC on July 31, 2026.
Filed exhibits (1)
EX-99.1 (by filename) d379347dex991.htmEX-99.1
2
d379347dex991.htm
EX-99.1
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 Therapeutics, Inc., a Delaware corporation (“HoldCo”), in accordance with the terms of the
Agreement and Plan of Merger, dated May 17, 2026 (the “Merger Agreement”), by and among the Company, Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”),
Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), Orphai, and HoldCo. Pursuant to the Merger Agreement, First Merger Sub merged with and into HoldCo,
pursuant to which HoldCo was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, HoldCo merged with and into Second Merger Sub, pursuan…
Open exhibit ↗