Exhibit 99.1
QUINCE THERAPEUTICS, INC., AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On May 18, 2026, Quince Therapeutics, Inc., a Delaware corporation (the “Company” or “Quince”), acquired Orphai Therapeutics, LLC
(formerly Orphai Therapeutics, Inc., “Orphai”), a Delaware limited liability company and wholly owned subsidiary of Orphai Holdings Therapeutics, Inc., a Delaware corporation (“HoldCo”), in accordance with the terms of the
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 (“First Merger Sub”),
Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), Orphai, and HoldCo. Pursuant to the Merger Agreement, First Merger Sub merged with and into HoldCo,
pursuant to which HoldCo was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, HoldCo merged with and into Second Merger Sub, pursuant to which
Second Merger Sub was the surviving entity (together with the First Merger, the “Acquisition”).
Under the terms of the Merger Agreement, the
Company issued to the stockholders of Orphai, among other things, an aggregate of 67,101.235 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the
“Series C Preferred Stock”), each of which is convertible into 52 shares of common stock (after giving effect to the adjustment to the conversion ratio as a result of the Reverse Stock Split (as defined below and representing 3,489,281
shares of common stock of the Company, par value $0.001 per share (“Common Stock”), on
an as-converted-to-common basis and without giving effect to any beneficial ownership limitations), subject to certain
conditions.
Concurrently with the acquisition of Orphai, on May 18, 2026, the Company entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with new and returning investors pursuant to which the Company issued and sold (i) an aggregate of 144,200.633 shares of Series C Preferred Stock, each share of which is convertible into 52 shares of Common
Stock (after giving effect to the Reverse Stock Split and representing 7,498,447 shares on
an as-converted-to-common basis and without giving effect to any beneficial ownership limitations, subject to certain
conditions, at a price of $797.50 per share of Series C Preferred Stock and (ii) warrants to purchase 72,100.322 shares of Series C Preferred Stock (representing 3,749,231 shares of Common Stock on an
as-converted to common basis, after giving effect to the Reverse Stock Split and without giving any effect to any beneficial ownership limitations) at an exercise price of $996.90 per share (collectively, the
“PIPE Securities”), for aggregate upfront gross proceeds of approximately $115 million, with up to an additional approximately $72 million upon exercise of the warrants collectively, the “Financing”). The Financing
closed on May 21, 2026.
Subject to the receipt of stockholder approval of the Company Stockholder Matters (as defined in the Merger Agreement), each
share of Series C Preferred Stock will automatically convert into 52 shares of Common Stock (after giving effect to the Reverse Stock Split), subject to certain beneficial ownership limitations established by each holder. Additionally, if at any
time after the earlier of (i) the approval of the Company Stockholder Matters or (ii) the date that is six months following the initial issuance date of the Series C Preferred Stock, the Company fails to deliver to the holders of the
Series C Preferred Stock shares of Common Stock underlying such shares of Series C Preferred Stock, (other than in certain circumstances set forth in the Certificate of Designation, as defined below) the holders of the Series C Preferred Stock would
be entitled to require the Company to settle such undelivered shares for cash in an amount equal to the fair value of such undelivered shares of Common Stock at such time, as described in the Certificate of Designation of Preferences, Rights and
Limitations of the Series C Preferred Stock (the “Certificate of Designation”).
The following unaudited pro forma condensed financial
information presents the historical consolidated financial position of the Company, adjusted to give effect to the conversion of the Series C Preferred Stock into common stock (the “Conversion”) that will automatically occur three
business days subsequent to the expected affirmative vote for stockholder approval of the Company Stockholder Matters and adjusted to give effect to the reclassification of the Series C Preferred Stock warrant liability to equity classification as a
result of the Conversion. The unaudited pro forma condensed balance sheet gives pro forma effect to the Conversion as if it had been consummated on June 30, 2026.
The unaudited pro forma condensed financial information is based on the assumptions and adjustments described in the accompanying notes. Accordingly, the
pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing unaudited pro forma condensed
financial information.
The unaudited pro forma condensed financial information, including the notes thereto, should be read in conjunction with the
financial statements of the Company and the Company’s management’s discussion and analysis of financial condition and results of operations included in the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission (“SEC”) on August 14, 2026.
The Company effected a reverse stock split of our outstanding common stock and exchangeable shares at a ratio of 1-for-20, effective as of 11:59 p.m., Eastern Time, on June 29, 2026 (the “Reverse Stock Split”). The Company has reflected the reverse stock split herein, unless otherwise indicated.
