Quince clarifies 1-for-20 reverse stock split

Quince Therapeutics, Inc. filed an amended report to correct its description of a previously approved reverse stock split.

Rhea-AI Filing Summary

Quince Therapeutics, Inc. filed an amended report to correct its description of a previously approved reverse stock split. Stockholders had authorized a reverse split within a wide range, and the board set the final ratio at 1-for-20.

The Certificate of Amendment was filed on June 26, 2026 and the reverse split becomes effective at 11:59 p.m. Eastern Time on June 29, 2026, with split-adjusted trading on the Nasdaq Global Select Market starting June 30, 2026. Each 20 shares of common stock will be combined into 1 share, with fractional shares rounded up.

Immediately before the split there were 19,559,257 shares of common stock outstanding; immediately after effectiveness there will be approximately 977,963 shares outstanding. The split affects all holders uniformly and does not change percentage ownership, rights, or preferences. Options and warrants are proportionally adjusted, and the stock will trade under a new CUSIP while keeping the symbol QNCX.

Insights

Equity structure analyst

Quince clarifies a large 1-for-20 reverse split that sharply cuts share count but keeps ownership percentages unchanged.

Quince Therapeutics confirms a 1-for-20 reverse stock split, reducing common shares from 19,559,257 to about 977,963. This is a structural change to the share base, not an operational update, and applies uniformly across all stockholders.

The filing states that fractional shares will be rounded up to the next whole share, which is modestly favorable to very small holders. All stock options and warrants are proportionally adjusted, so employee and investor contracts remain aligned with the new share count.

The company notes the split becomes effective on June 29, 2026, with split-adjusted trading on June 30, 2026. Subsequent SEC reports and market trading after these dates will show the impact of the lower share count on per-share metrics such as earnings per share, if and when those metrics are reported.

8-K Event Classification

Item 3.03 — Material Modification to Rights of Security Holders

1 item

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Key Figures

Reverse split ratio: 1-for-20 Shares outstanding before split: 19,559,257 shares Shares outstanding after split: approximately 977,963 shares +3 more

6 metrics

Reverse split ratio 1-for-20 Board-approved reverse stock split ratio

Shares outstanding before split 19,559,257 shares Common stock issued and outstanding immediately prior to split

Shares outstanding after split approximately 977,963 shares Common stock issued and outstanding immediately after split effectiveness

Effective time of split 11:59 p.m. Eastern Time Reverse split effectiveness on June 29, 2026

Split-adjusted trading date June 30, 2026 First trading day on Nasdaq Global Select Market post-split

New CUSIP 22053A305 CUSIP for common stock effective June 30, 2026

Key Terms

reverse stock split, Certificate of Amendment, Nasdaq Global Select Market, CUSIP number, +1 more

5 terms

reverse stock split financial

"approved the implementation of the Reverse Stock Split at a ratio of 1-for-20"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Amendment regulatory

"filed the Certificate of Amendment with the Secretary of State of the State of Delaware"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Nasdaq Global Select Market market

"shares of common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

CUSIP number financial

"The common shares will trade under a new CUSIP number, 22053A305"

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

exchange agent financial

"appointed its transfer agent, Equiniti Trust Company, LLC, to act as exchange agent for the Reverse Stock Split"

An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did Quince Therapeutics (QNCX) approve?

Quince Therapeutics approved a 1-for-20 reverse stock split of its common stock. Every 20 existing shares will be combined into one new share, leaving stockholder ownership percentages unchanged while significantly reducing the number of shares outstanding.

When does the Quince Therapeutics (QNCX) reverse stock split take effect?

The reverse stock split becomes effective at 11:59 p.m. Eastern Time on June 29, 2026. Quince shares will begin trading on a split-adjusted basis on the Nasdaq Global Select Market when the market opens on June 30, 2026.

How many Quince Therapeutics (QNCX) shares will be outstanding after the reverse split?

Immediately prior to the reverse split, Quince had 19,559,257 common shares outstanding. After the 1-for-20 reverse split becomes effective, the company states there will be approximately 977,963 common shares issued and outstanding.

How will Quince Therapeutics (QNCX) handle fractional shares in the reverse split?

Quince will not issue fractional shares in the reverse split. Instead, any fractional share position will be rounded up to the next whole share, slightly benefitting small holders whose post-split holdings would otherwise be fractional.

Does the Quince Therapeutics (QNCX) reverse stock split change stockholder rights?

The company states the reverse stock split will not modify the rights or preferences of its common stock. It affects all stockholders uniformly and, aside from fractional share rounding, does not change any stockholder’s percentage ownership interest in Quince.

Will Quince Therapeutics (QNCX) stock symbol or CUSIP change after the split?

Quince shares will continue trading under the symbol QNCX after the reverse split. However, the company notes that its common stock will trade under a new CUSIP number, 22053A305, effective June 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 04:31 PM EDT Learn about SEC filing dates

true 0001662774 0001662774 2026-06-26 2026-06-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 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 Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2026 (the “Original Form 8-K”) by Quince Therapeutics, Inc. The sole purpose of this Amendment is to correct the description of the reverse stock split described in Item 3.03 of the Original Form 8-K. This Current Report on Form 8-K/A hereby amends and restates in its entirety Item 3.03 of the Original Form 8-K to correct the error. The Original Form 8-K otherwise remains unchanged.

Item 3.03 - Material Modification to Rights of Security Holders

As previously disclosed, on June 11, 2026, at the 2026 Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the implementation of a reverse stock split at a ratio ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100) with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion (the “Reverse Stock Split”) and a form of certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.

The Company’s board of directors approved the implementation of the Reverse Stock Split at a ratio of 1-for-20 and on June 26, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, which will be effective at 11:59 pm Eastern Time on June 29, 2026. The Company’s shares of common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market commencing upon market open on June 30, 2026. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.

As a result of the Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one (1) issued and outstanding share of common stock, par value $0.001 per share. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and, except for adjustments resulting from the treatment of fractional shares, will not affect any stockholder’s percentage ownership interests in the Company. The Company will not issue any fractional shares in connection with the Reverse Split. Instead, the number of shares will be rounded up to the next whole number. The Reverse Stock Split will not modify the rights or preferences of the common stock.

Immediately prior to the Reverse Stock Split, there were 19,559,257 shares of common stock issued and outstanding. Immediately after the Reverse Stock Split becomes effective, there will be approximately 977,963 shares of common stock issued and outstanding. The common shares will trade under a new CUSIP number, 22053A305 effective June 30, 2026, and continue to trade under the symbol “QNCX.” All stock options and warrants of the Company outstanding immediately prior to the Reverse Stock Split have been proportionally adjusted.

The Company has appointed its transfer agent, Equiniti Trust Company, LLC, to act as exchange agent for the Reverse Stock Split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not be required to take further action in connection with the Reverse Stock Split, subject to brokers’ particular processes.

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: June 26, 2026				Name:		Dirk Thye
				Title:		Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB