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Quince Therapeutics, Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

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

QNCX$31.73+8.1%Stored close · as of Oct 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Table of Contents

Page
PART I. · FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)1
Condensed Consolidated Balance Sheets (Unaudited)1
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)2
Condensed Consolidated Statements of Series C Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited)3
Condensed Consolidated Statements of Cash Flows (Unaudited)5
Notes to Unaudited Condensed Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations34
Item 3.Quantitative and Qualitative Disclosures About Market Risk46
Item 4.Controls and Procedures46
PART II.OTHER INFORMATION
Item 1.Legal Proceedings48
Item 1A.Risk Factors48
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds109
Item 3.Defaults Upon Senior Securities109
Item 4.Mine Safety Disclosures109
Item 5.Other Information109
Item 6.Exhibits109
Signatures112

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy, drug candidates, planned preclinical studies and clinical trials, research and development costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "would," "expect," "objective," "plan," "potential," "seek," "grow," "target," "if," and similar expressions intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (the "SEC"). It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur, and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

our ability to successfully integrate the operations of the Company and Orphai (as defined below) and to realize the anticipated benefits of our acquisition of Orphai, including the advancement of the combined pipeline and the need to hire additional employees and our ability to attract and retain our personnel, including key personnel;

the ability of our preclinical studies and clinical trials to demonstrate acceptable safety and efficacy of our product candidates;

business disruptions affecting the initiation, patient enrollment, development and operation of our clinical trials;

the timing, progress and results of preclinical studies and clinical trials for our current and future product candidates, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available, and our research and development programs;

the timing, scope and likelihood of regulatory filings and approvals, including Investigational New Drug ("IND") submissions for our product candidates;

our ability to develop and advance our current product candidates and programs into, and successfully complete, clinical trials;

our manufacturing, commercialization, and marketing capabilities and strategy;

the need to hire additional personnel and our ability to attract and retain such personnel;

the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting;

our expectations regarding the approval and use of our product candidates as first, second or subsequent lines of therapy or in combination with other drugs;

our financial performance;

the accuracy of our estimates regarding expenses, liquidity requirements, and needs for additional financing;

our expectations related to the use of our available cash;

our ability to obtain funding for our operations;

our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available;

potential claims relating to our intellectual property; and

our ability to maintain compliance with Nasdaq listing requirements.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations.

You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

This Quarterly Report on Form 10-Q contains estimates, projections and other information concerning our industry, our business and the markets for our drug candidates. We obtained the industry, market and similar data set forth in this report from our own internal estimates and research and from academic and industry research, publications, surveys and studies conducted by third parties, including governmental agencies. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. While we believe that the data we use from third parties are reliable, we have not separately verified these data. Further, while we believe our internal research is reliable, such research has not been verified by any third party. You are cautioned not to give undue weight to any such information, projections and estimates.

Unless the context requires otherwise, the terms (i) “we,” “us,” “our,” “Quince,” the “Company” and other similar terms refer to the business and operations of Quince Therapeutics, Inc. and its consolidated subsidiaries for periods prior to the Acquisition (as defined below) and to Orphai Holdings Therapeutics, Inc. and its consolidated subsidiaries, including Orphai Therapeutics, LLC, for periods after the Acquisition; (ii) “Orphai HoldCo” refers to Orphai Holdings Therapeutics, Inc., (iii) “Orphai Subsidiary” refers to Orphai Therapeutics, LLC, a wholly owned subsidiary of Orphai HoldCo, (iv) “Orphai” or “Orphai Therapeutics” refer collectively to Orphai HoldCo and Orphai Subsidiary and (v) “Orphai Acquisition” refers to the acquisition by the Company of Orphai Therapeutics pursuant to that certain 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, Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Orphai Subsidiary, and Orphai HoldCo.

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