Quince Therapeutics, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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Item 6. Exhibits
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index and such Exhibit Index is incorporated herein by reference.
| ExhibitNumber · Description · Incorporated by Reference | ||||
|---|---|---|---|---|
| Form · Filing Date · Number · FiledHerewith | ||||
| 2.1* | Agreement and Plan of Merger, dated May 17, 2026, by and among Quince Therapeutics, Inc., Phoenix Merger Sub I, Inc., Phoenix Merger Sub II, LLC, Orphai Therapeutics, LLC, and Orphai Holdings Therapeutics, Inc. | 8-K | 5/18/2026 | 001-38890 |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 5/13/2019 | 001-38890 |
| 3.2 | Certificate of Amendment to the registrant’s Certificate of Incorporation, effective August 1, 2022 | 8-K | 8/1/2022 | 001-38890 |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | 8-K | 4/9/2026 | 001-38890 |
| 3.4 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | 8-K | 6/26/2026 | 001-38890 |
| 3.5 | Amended and Restated Bylaws | 8-K | 8/1/2022 | 001-38890 |
| 3.6 | Amendment to Amended and Restated Bylaws | 10-K | 4/10/2026 | 001-38890 |
| 3.7 | Certificate of Designation of Series C Non-Voting Convertible Preferred Stock | 8-K | 5/18/2026 | 001-38890 |
| 4.1 | Form of Warrant to Purchase Series C Non-Voting Convertible Preferred Stock or Common Stock | 8-K | 5/18/2026 | 001-38890 |
| 10.1* | Form of Securities Purchase Agreement, dated as of May 18, 2026, by and among Quince Therapeutics, Inc. and each investor listed on Exhibit A thereto | 8-K | 5/18/2026 | 001-38890 |
| 10.2* | Form of Registration Rights Agreement, by and among Quince Therapeutics, Inc. and certain investors signatory thereto | 8-K | 5/18/2026 | 001-38890 | |
| 10.3+ | Employment Letter between the Company and Brigette Roberts, effective May 18, 2026 | 8-K | 5/18/2026 | 001-38890 | |
| 10.4+ | Employment Letter between Orphai Therapeutics Inc. and Brigette Roberts, effective May 12, 2026. | 8-K | 5/18/2026 | 001-38890 | |
| 10.5+ | Retention Bonus Agreement dated May 17, 2026 between the Company and Dirk Thye | 8-K | 5/18/2026 | 001-38890 | |
| 10.6+ | Retention Bonus Agreement dated May 17, 2026 between the Company and Brendan Hannah | 8-K | 5/18/2026 | 001-38890 | |
| 10.7† | License and Supply Agreement, dated May 14, 2026, by and between Plastiape S.p.A. and Orphai Therapeutics, Inc. | X | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act | X | |||
| 32.1# | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.2# | Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 101.INS | Inline XBRL Instance Document-the instance document does not appear in the Interactive Data file as its XBRL tags are embedded within the Inline XBRL document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X | |||
| 104 | Cover Page formatted as Inline XBRL and contained in Exhibit 101 | ||||
- Management contract or compensatory plan or arrangement.
† Portions of this agreement (indicated by asterisks) have been omitted because the registrant has determined they are not material and would likely cause competitive harm to the registrant if publicly disclosed.
- 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.
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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