Quince Therapeutics (QNCX) enacts 1-for-10 reverse split, 16.3M shares post-split

Rhea-AI Filing Summary

Quince Therapeutics, Inc. is implementing a reverse stock split of its common stock at a 1-for-10 ratio. Every ten shares will be automatically combined into one share, with no change to the $0.001 par value or basic rights of the common stock.

The reverse split becomes effective at 11:59 pm Eastern Time on April 10, 2026, and the shares will begin trading on a split-adjusted basis on the Nasdaq Global Select Market on April 13, 2026 under the same symbol QNCX but a new CUSIP 22053A206. Immediately after the split, approximately 16,300,795 shares of common stock will be issued and outstanding. Fractional shares will not be issued; affected stockholders will receive cash in lieu of fractional shares.

Insights

Equity structure analyst

Quince is executing a 1-for-10 reverse split mainly to consolidate its share count.

The company approved and is now effecting a 1-for-10 reverse stock split, reducing its outstanding common shares to about 16,300,795. Such actions are typically used to increase the per-share trading price by shrinking the share count, while keeping overall ownership proportions the same.

The filing states that stockholder percentage ownership will remain unchanged except for cash paid instead of fractional shares, and that options and warrants are proportionally adjusted. Trading on a split-adjusted basis begins on April 13, 2026, when operational impacts on liquidity and trading behavior will become visible.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

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).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-10 Post-split shares outstanding: 16,300,795 shares Effective time: 11:59 pm ET, April 10, 2026 +2 more

5 metrics

Reverse split ratio 1-for-10 Ratio approved by stockholders and implemented by the board

Post-split shares outstanding 16,300,795 shares Common stock issued and outstanding immediately after the reverse split

Effective time 11:59 pm ET, April 10, 2026 Time the Certificate of Amendment and reverse split take effect

Split-adjusted trading date April 13, 2026 Date QNCX begins trading on a split-adjusted basis on Nasdaq

New CUSIP 22053A206 CUSIP for Quince common stock after the reverse split

Key Terms

reverse stock split, Certificate of Amendment, CUSIP, exchange agent, +1 more

5 terms

reverse stock split financial

"the Company’s stockholders approved the implementation of a reverse stock split at a ratio of 1-for-10"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Certificate of Amendment regulatory

"a form of certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation"

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.

CUSIP financial

"The common shares will trade under a new CUSIP number, 22053A206"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

exchange agent financial

"The Company has 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.

Nasdaq Global Select Market market

"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.

Understanding 8-K Material Events →

false 0001662774 --12-31 0001662774 2026-04-09 2026-04-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 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. ☐

Item 3.03 - Material Modification to Rights of Security Holders

As previously disclosed, on June 4, 2025, at the 2025 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 of 1-for-10 with such reverse stock split to be effected at such time and date, 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 and on April 9, 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 April 10, 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 April 13, 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 ten (10) 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 will not affect any stockholder’s percentage ownership interests in the Company except that stockholders who would have otherwise received fractional shares will receive cash in lieu of such fractional shares. The Reverse Stock Split will not modify the rights or preferences of the common stock.

Immediately after the Reverse Stock Split becomes effective, there will be approximately 16,300,795 shares of common stock issued and outstanding. The common shares will trade under a new CUSIP number, 22053A206 effective April 13, 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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 9, 2026				Name:		Dirk Thye
				Title:		Chief Executive Officer

FAQ

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

Quince Therapeutics approved a 1-for-10 reverse stock split of its common stock. Every ten existing shares will be combined into one share, keeping the same $0.001 par value and preserving stockholders’ proportional ownership, aside from cash paid instead of fractional shares.

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

The reverse stock split becomes legally effective at 11:59 pm Eastern Time on April 10, 2026. Quince’s common stock will then begin trading on a split-adjusted basis on the Nasdaq Global Select Market when markets open on April 13, 2026.

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

Immediately after the reverse stock split becomes effective, Quince Therapeutics expects approximately 16,300,795 shares of common stock to be issued and outstanding. This reflects the 1-for-10 consolidation of existing shares as described in the company’s disclosure.

What happens to fractional shares in the Quince Therapeutics reverse stock split?

Quince Therapeutics will not issue fractional shares in the reverse stock split. Stockholders who would otherwise receive a fractional share will instead receive cash in lieu of that fraction, while the main shareholdings are adjusted to the 1-for-10 ratio.

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

Quince Therapeutics will continue trading under the symbol QNCX after the reverse stock split. However, its common stock will trade under a new CUSIP number, 22053A206, beginning April 13, 2026, when split-adjusted trading starts.

How are Quince Therapeutics options and warrants affected by the reverse stock split?

All Quince Therapeutics stock options and warrants outstanding immediately before the reverse stock split have been proportionally adjusted. This means their exercise terms and underlying share amounts are revised to reflect the 1-for-10 consolidation of the company’s common stock.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 7.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB