SEC Form 4 filed by Chief Corp. Affairs Officer Roberts Brigette
$QNCX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Quince Therapeutics, Inc. [ QNCX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $0.09 | 05/18/2026 | A(1) | 34,675 | (2) | 03/01/2031 | Common Stock | 34,675 | (1) | 34,675 | D | ||||
| Employee Stock Option (Right to Buy) | $0.09 | 05/18/2026 | A(3) | 228,855 | (2) | 04/07/2032 | Common Stock | 228,855 | (3) | 228,855 | D | ||||
| Employee Stock Option (Right to Buy) | $0.09 | 05/18/2026 | A(4) | 124,830 | (2) | 09/05/2032 | Common Stock | 124,830 | (4) | 124,830 | D | ||||
| Employee Stock Option (Right to Buy) | $0.09 | 05/18/2026 | A(5) | 69,350 | (2) | 07/30/2033 | Common Stock | 69,350 | (5) | 69,350 | D | ||||
| Employee Stock Option (Right to Buy) | $0.09 | 05/18/2026 | A(6) | 362,092 | (2) | 03/14/2034 | Common Stock | 362,092 | (6) | 362,092 | D | ||||
| Employee Stock Option (Right to Buy) | $0.09 | 05/18/2026 | A(7) | 133,615 | (2) | 08/12/2034 | Common Stock | 133,615 | (7) | 133,615 | D | ||||
| Employee Stock Option (Right to Buy) | $0.09 | 05/18/2026 | A(8) | 2,070,107 | (2) | 03/15/2036 | Common Stock | 2,070,107 | (8) | 2,070,107 | D | ||||
| Employee Stock Option (Right to Buy) | $0.84 | 05/18/2026 | A(9) | 6,837,319 | (2) | 05/11/2036 | Common Stock | 6,837,319 | (9) | 6,837,319 | D | ||||
| Employee Stock Option (Right to Buy) | $0.84 | 05/18/2026 | A(9) | 6,837,319 | (10) | 05/11/2036 | Common Stock | 6,837,319 | (9) | 6,837,319 | D | ||||
| Explanation of Responses: |
| 1. Received in exchange for a stock option to acquire 50,000 shares of Orphai Therapeutics, LLC ("Orphai") common stock with an exercise price of $0.06 per share pursuant to an Agreement and Plan of Merger, dated May 17, 2026 (the "Merger Agreement"), by and among the Issuer, Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Orphai Holdings Therapeutics, Inc., a Delaware corporation ("HoldCo") and Orphai. |
| 2. Immediately exercisable. |
| 3. Received in exchange for stock options to acquire an aggregate of 330,000 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement. |
| 4. Received in exchange for stock options to acquire an aggregate of 180,000 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement. |
| 5. Received in exchange for stock options to acquire an aggregate of 100,000 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement. |
| 6. Received in exchange for stock options to acquire an aggregate of 522,124 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement. |
| 7. Received in exchange for stock options to acquire an aggregate of 192,668 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement. |
| 8. Received in exchange for stock options to acquire an aggregate of 2,985,015 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement. |
| 9. Received in exchange for stock options to acquire an aggregate of 9,859,148 shares of Orphai common stock with an exercise price of $0.58 per share pursuant to the Merger Agreement. |
| 10. Beginning May 21, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the Orphai's 2026 Stock Incentive Plan) wih the Issuer as of each such vesting date. |
| /s/ Brendan Hannah, Attorney-in-Fact | 06/11/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||