Quince Therapeutics (QNCX) acquires Orphai and secures up to $187M PIPE

Rhea-AI Filing Summary

Quince Therapeutics completed the acquisition of Orphai Therapeutics in a stock‑for‑stock merger and simultaneously arranged a large private financing to refocus the company on rare pulmonary diseases. Orphai holders received 3,258,517 Quince common shares and 67,101.235 Series C non‑voting convertible preferred shares, plus options and replacement warrants.

The company agreed to sell 144,200.633 additional Series C preferred shares and Financing Warrants to purchase 72,100.322 Series C preferred shares for about $115 million upfront and up to roughly $72 million more if the warrants are fully exercised. After the deal and Financing, Quince pre‑transaction holders would own about 6.9% of common stock, Orphai holders 31.9%, and new investors 61.2% on a fully diluted basis, while management expects cash runway through the end of 2028 to advance LAM‑001 through multiple Phase 2 milestones.

Positive

• Large growth capital raise and extended runway: About $115 million in upfront PIPE proceeds, plus up to roughly $72 million from Financing Warrants, is expected to provide cash runway through the end of 2028 to fund multiple Phase 2 trials of LAM‑001 across PH‑ILD, BOS, and SAPH.
• Pipeline transformation around late‑stage asset: Acquiring Orphai brings LAM‑001, an inhaled rapamycin program with Phase 2 data in pulmonary hypertension indications and multiple additional Phase 2 trials planned or ongoing, creating a more focused rare‑disease pulmonary portfolio.

Negative

• Severe dilution and ownership shift: After the Acquisition and Financing, pre‑transaction Quince equityholders are projected to own only about 6.9% of fully diluted common stock, with Orphai holders at 31.9% and new investors at 61.2%, materially diluting existing shareholders.
• Single‑asset and execution concentration: The strategy centers heavily on LAM‑001, with value realization depending on successful execution of several Phase 2 trials, stockholder approvals for Series C conversions, and timely warrant exercises and regulatory progress.

Insights

Biotech M&A and capital markets analyst

Transformational reverse‑merger style deal with major dilution but extended funding.

Quince is effectively rebuilt around Orphai’s inhaled rapamycin program LAM‑001, using a stock‑for‑stock acquisition plus a substantial PIPE. Orphai equityholders receive common stock, Series C preferred, options and replacement warrants, giving them the majority of the combined company alongside new PIPE investors.

The Financing adds about $115 million upfront via Series C preferred and up to roughly $72 million from warrants, with projected cash runway through the end of 2028. That supports multiple Phase 2 trials in PH‑ILD, BOS and SAPH, but concentrates economic ownership: legacy Quince holders fall to about 6.9% fully diluted while Orphai holders and PIPE investors control the rest.

Series C Preferred terms, Nasdaq stockholder approvals, lock‑ups tied to LAM‑001 trial milestones, and tight warrant exercise windows introduce execution and governance complexity. Subsequent filings and trial readouts, particularly BOS data expected in Q1 2027 and PH‑ILD data in Q1 2028, will determine whether this capital‑intensive bet on LAM‑001 is rewarded.

8-K Event Classification

7 items: 1.01, 2.01, 3.02, 5.02, 5.03, 7.01, 9.01

7 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Merger common stock issued: 3,258,517 shares Series C Preferred in merger: 67,101.235 shares PIPE upfront proceeds: $115 million +5 more

8 metrics

Merger common stock issued 3,258,517 shares Quince common stock issued as Merger Shares to Orphai HoldCo stockholders

Series C Preferred in merger 67,101.235 shares Series C Non-Voting Convertible Preferred Stock issued to HoldCo stockholders

PIPE upfront proceeds $115 million Aggregate cash purchase price for 144,200.633 Series C preferred shares and Financing Warrants

Additional warrant proceeds ≈$72 million Potential proceeds if 72,100.322 Series C Preferred Financing Warrants are fully exercised

Post‑Financing ownership legacy holders 6.9% fully diluted Pre‑transaction Quince equityholders’ projected stake after Acquisition and Financing

Post‑Financing PIPE investors stake 61.2% fully diluted Projected stake of Investors after Acquisition and Financing, assuming full Series C conversion

LAM‑001 BOS data timing Q1 2027 Anticipated Phase 2 trial data in bronchiolitis obliterans syndrome

Cash runway Through end of 2028 Projected funding horizon following Acquisition and private placement

Key Terms

Series C Non-Voting Convertible Preferred Stock, PIPE Securities, Registration Rights Agreement, Bronchiolitis Obliterans Syndrome, +2 more

6 terms

Series C Non-Voting Convertible Preferred Stock financial

"67,101.235 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share"

PIPE Securities financial

"collectively, the “PIPE Securities”) for an aggregate cash purchase price of approximately $115 million"

Registration Rights Agreement financial

"the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors."

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Bronchiolitis Obliterans Syndrome medical

"Phase 2 data from a Phase 2 clinical trial in BOS anticipated in the first quarter of 2027"

pulmonary hypertension associated with interstitial lung disease (PH-ILD) medical

"LAM-001 is currently being studied in multiple indications including pulmonary hypertension associated with interstitial lung disease (PH-ILD)"

Pulmonary hypertension associated with interstitial lung disease (PH-ILD) is high blood pressure in the vessels that supply the lungs, arising as a complication of scarring or inflammation of lung tissue. Think of the lungs as a sponge with tiny pipes: when the sponge becomes stiff or scarred, the pipes must work harder and can narrow, which makes breathing and activity harder; for investors, PH-ILD matters because it creates a clear medical need that drives demand for diagnostics, therapies, clinical trials, regulatory decisions, and long-term healthcare costs.

Beneficial ownership limitations financial

"assuming the conversion in full of the Series C Preferred Stock, without giving effect to any beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

Understanding 8-K Material Events →

false 0001662774 --12-31 0001662774 2026-05-17 2026-05-17

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): May 17, 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 1.01 - Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

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” and, together with Orphai, the “Orphai Entities”), 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”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Under the terms of the Merger Agreement, following the closing of the Acquisition (the “Closing”), the Company issued to the stockholders of HoldCo an aggregate of (i) 3,258,517 shares (the “Merger Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) and (ii) 67,101.235 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), each share of which is convertible into 1,000 shares of Common Stock, subject to certain conditions described below.

Reference is made to the discussion of the Series C Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.

Shares of Common Stock held by stockholders of Quince immediately prior to the effective time of the Acquisition (the “Effective Time”) remain outstanding and unaffected by the Merger. Immediately following the consummation of the Acquisition but prior to giving effect to the Financing (as defined below), pre-transaction equityholders of the Company hold approximately 17.8% of the shares of Common Stock and former equityholders of HoldCo and Orphai hold approximately 82.2% of the shares of Common Stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Series C Preferred Stock) using the treasury stock accounting of method and based on the implied equity values of the Company and Orphai. Following the consummation of the Financing (as defined below), pre-transaction equityholders of the Company will hold approximately 6.9% of the issued and outstanding shares of Common Stock, former equityholders of HoldCo and Orphai will hold approximately 31.9% of the issued and outstanding shares of Common Stock, and the Investors (as defined below) will hold approximately 61.2% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Series C Preferred Stock) using the treasury stock method and based on the implied equity values of the Company and Orphai.

Pursuant to the terms of the Merger Agreement, each option to purchase Orphai common stock was assumed by the Company and was converted into an option to purchase an aggregate of 26,332,798 shares of Common stock (the “Company Options”), which options are subject to exercise restrictions prior to obtaining the approval of the Company Stockholder Matters (as defined below). In addition, the Company issued to holders of Orphai warrants, Financing Warrants (as defined below) to purchase an aggregate of 10,964.505 shares of Series C Preferred Stock.

Pursuant to the Merger Agreement and the Purchase Agreement (as defined below), the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration (i) the approval, in accordance with the rules of the Nasdaq Stock Market, LLC (“Nasdaq”) of the conversion of the Series C Preferred Stock into shares of Common Stock (the “Conversion Proposal”), (ii) the approval of the transactions contemplated by the Merger Agreement and the Financing in accordance with applicable Nasdaq listing rules (the “Nasdaq Proposals”), (iii) the amendment of the Company’s amended and restated certificate of incorporation to authorize an increase to the number of authorized shares of the Company’s Common Stock from 250,000,000 up to 800,000,000 shares of

Common Stock (the “Charter Amendment Proposal” and, together with the Conversion Proposal and the Nasdaq Proposals, the “Company Stockholder Matters”), (iv) (a) the approval of the Company’s 2026 Equity Incentive Plan, which will provide for new awards for a number of shares of Common Stock not exceeding 15% of the fully diluted shares of capital stock of the Company outstanding immediately after the Financing, and subject to approval by the board of directors of the Company (the “Board”), and which will include an “evergreen” provision providing for an annual increase of up to 5% of the total number of fully diluted shares of capital stock of the Company outstanding as of the day prior to such increase and (b) the approval of the 2026 Employee Stock Purchase Plan with a total pool of shares of Common Stock not exceeding 1% of the fully diluted shares of capital stock of the Company outstanding immediately after the closing of the Financing, and which will include an “evergreen” provision providing for an annual increase of up to 1% of the total number of fully diluted shares of capital stock of the Company outstanding as of the day prior to such increase, and (v) such other changes or approvals as may be mutually agreed by the Company and Orphai. In connection with these matters, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials.

Pursuant to the Merger Agreement, as promptly as practicable following the closing date of the Acquisition (the “Closing Date”) (and in any event within 75 days following the closing of the Acquisition), the Company has agreed to prepare and file with the SEC, a Registration Statement Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available) to register the resale the Common Stock issued pursuant to the Merger Agreement, the shares of Common Stock underlying the Series C Preferred Stock issued pursuant the Merger Agreement, and the shares of Common Stock underlying the Series C Preferred Stock that are issuable upon exercise of the Financing Warrants issued pursuant to the Merger Agreement (or the shares of Common Stock issuable upon exercise of such Financing Warrants following the approval of the Company Stockholder Matters).

The Board unanimously approved the Merger Agreement and the related transactions, and the consummation of the Merger did not require the approval of the Company’s stockholders.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, HoldCo, or Orphai. The Merger Agreement contains representations, warranties and covenants that the Company, HoldCo, and Orphai made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between the Company, HoldCo, and Orphai and may be subject to important qualifications and limitations agreed to by the Company, HoldCo, and Orphai in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the Company, on the one hand, and HoldCo and Orphai, on the other hand, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

Support Agreements

In connection with the execution of the Merger Agreement, the Company and Orphai entered into voting and support agreements (the “Support Agreements”) with certain of the Company’s officers and directors (solely in their capacity as stockholders), representing approximately 3.6% of the pre-transaction shares of Common Stock outstanding. The Support Agreements provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of the Company Stockholder Matters at the Company stockholders’ meeting to be held in connection therewith, subject to and in accordance with the terms of the Support Agreements.

The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Support Agreement, which is provided as Exhibit D to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Lock-up Agreements

Concurrently and in connection with the execution of the Merger Agreement, certain officers, directors and certain stockholders of HoldCo as of immediately prior to the Acquisition, and certain of the directors and officers of the Company as of immediately prior to the Acquisition, entered into lock-up agreements (the “Lock-up Agreements”) with the Company and Orphai, pursuant to which each such stockholder will be subject to a lockup on the sale or transfer of shares of Common Stock and Series C Preferred Stock held by each such stockholder at the Closing, including those shares received by HoldCo stockholders in the Acquisition, for a period ending on the earlier of (i) 12 months after the closing of the Acquisition and (ii) the issuance by the Company of a press release announcing (a) top line data from the ongoing LAM-001 Phase 2 trial of Bronchiolitis Obliterans Syndrome (“LAM-001 Trial”) or (b) the termination or suspension of the LAM-001 Trial, whichever occurs first. The Lock-up Agreements also provide that such restrictions will be terminated upon the termination of such party’s employment or service as a director with the Company. In addition, following the date that is 180 days after the closing of the Merger, 5% of the aggregate number of shares of Common Stock owned by such party at such time, and on a monthly basis thereafter, will be released from the restrictions under the Lock-up Agreements.

The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is provided as Exhibit C to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Private Placement and Securities Purchase Agreement

On May 18, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”).

Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of (i) 144,200.633 shares of Series C Preferred Stock and (ii) warrants (the “Financing Warrants”) to purchase 72,100.322 shares of Series C Preferred Stock (collectively, the “PIPE Securities”) for an aggregate cash purchase price of approximately $115 million (collectively, the “Financing”). Each share of Series C Preferred Stock is convertible into 1,000 shares of Common Stock, subject to certain conditions described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock are set forth in the Certificate of Designation (as defined below). Each Financing Warrant will be exercisable beginning on the trading day following the earlier of the Company’s public announcement of (a) top line data from the ongoing LAM-001 Trial and (b) the termination or suspension of the LAM-001 Trial and through the 30^th day following such public announcement and will exercisable at a price equal to $996.90 per share of Series C Preferred Stock (or $0.9969 per share on an as-converted-to-common basis) for up to an additional approximately $72 million in additional proceeds if exercised in full. The Financing Warrants will become exercisable for Common Stock following approval of the Company Stockholder Matters, subject to certain beneficial ownership limitations.

The closing of the Financing is expected to occur on May 21, 2026 (the “Financing Closing Date”), subject to customary closing conditions set forth in the Purchase Agreement including the accuracy of representations and warranties, compliance with covenants and the delivery of customary closing deliverables.

The foregoing summaries of the Purchase Agreement and the Financing Warrants do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and form of Financing Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K.

Registration Rights Agreement

Concurrently with the execution of the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file a resale registration statement with the SEC within 75 calendar days following the Closing Date. The Company shall use its reasonable best efforts to cause this registration statement to be declared effective by the SEC within five business days of the date the Company is notified by the SEC that the registration statement will not be reviewed (or within 60 calendar days if the SEC reviews the registration statement).

The Company has also agreed to, among other things, indemnify the Investors, their officers, directors, members, employees, partners, managers, stockholders, affiliates, investment advisors and agents under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.

The Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), promulgated thereunder, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D. The Investors have acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 2.01 - Completion of Acquisition or Disposition of Assets.

On May 18, 2026, the Company completed its acquisition of the Orphai Entities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.02 - Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Securities, Merger Shares, and shares of Series C Preferred Stock and Financing Warrants issued pursuant to the Merger Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities, Merger Shares, and shares of Series C Preferred Stock and Financing Warrants issued pursuant to the Merger Agreement have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of the Company.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

In accordance with the Merger Agreement, on May 18, 2026, effective immediately after the Effective Time, Brigette Roberts, M.D., was appointed to the Board as a Class III director.

Dr. Brigette Roberts served as the Chief Executive Officer and member of the Board of Directors of Orphai from May 2021 until the closing of the Acquisition, and prior to that she served as the Chief Medical Officer of Orphai from February 2021 until May 2021. During her time at Orphai, Dr. Roberts built a differentiated pulmonary franchise centered on LAM-001, an inhaled formulation of rapamycin for pulmonary vascular and fibrotic lung diseases, initiated two Phase 2 studies of LAM-001, secured U.S. and EU orphan drug designations for LAM-001 across multiple indications and raised more than $45 million in new private investment. Prior to Orphai, Dr. Roberts served as Entrepreneur in Residence at Fortress Biotech from 2017 to January 2021 where she identified new assets to spin into new biotechnology companies. Prior to that, Dr. Roberts spent over 15 years as a healthcare investor and portfolio manager including at CDP Capital, Angel Lane Principal Strategies, YYC Capital (which she founded), Third Point, LLC and DKR Capital. Dr. Roberts also served as a director of Ligand Pharmaceuticals (Nasdaq: LGND) from December 2005 to February 2007. Her investing success earned her recognition in Fortune’s “40 Under 40: Ones to Watch” list and in Business Insider for running a top-performing fund while still in her thirties.

Dr. Roberts holds a B.A. in Physics and Chemistry from Harvard University and an M.D. from New York University. The Company believe that Dr. Roberts’s extensive experience in the biotechnology industry as an executive officer, investor, as well as her medical training qualifies her to serve as a director.

Except as described in the Merger Agreement, there are no arrangements or understandings between Dr. Roberts and any other person pursuant to which he was appointed as a director of the Company. Except as described below, Dr. Roberts is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Indemnification Agreements

In connection with her appointment as a director, Dr. Roberts will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 10, 2026.

Executive Officer

In accordance with the Merger Agreement, on May 18, 2026, effective immediately after the Effective Time, Dr. Roberts was also appointed as the Chief of Corporate Affairs of the Company. In connection with Dr. Roberts’ appointment as Chief of Corporate Affairs, the Company entered into an employment letter with Dr. Roberts (the “Roberts Agreement”), which provides that the terms of her employment letter, dated as of May 12, 2026, by and between Dr. Roberts and Orphai (the “Roberts Orphai Agreement”) would generally remain unchanged, including an annual base salary of $600,000 and a target bonus amount equal to 50% of her annual base salary.

Dr. Roberts has no family relationships with any of the executive officers or directors of the Company. Except as otherwise described in the Merger Agreement, there are no arrangements or understandings between Ms. Roberts and any other person pursuant to which she was appointed as an executive officer of the Company. Except as described above, Ms. Roberts is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summaries of the Roberts Agreement and the Roberts Orphai Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Roberts Agreement and the Roberts Orphai Agreement, which are attached hereto as Exhibits 10.3 and 10.4, respectively, and incorporated herein by reference.

Retention Bonuses

In connection with the Merger, the Company’s Board of Directors approved retention bonuses of $700,000 and $500,000 for Dirk Thye, Chief Executive Officer and Chief Medical Officer, and Brendan Hannah, Chief Operating Officer, Chief Business Officer, and Chief Compliance Officer, respectively (the “Retention Bonuses”). The Retention Bonuses will be paid only if the respective officer continues to remain employed by the Company through the approval of the Company Stockholder Matters. The foregoing description of the Retention Bonuses does not purport to be complete and is qualified in its entirety by reference to the Retention Bonus Agreements, which are filed as Exhibits 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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

On May 18, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Certificate of Designation”) in connection with the Acquisition and the Financing referenced in Item 1.01 above. The Certificate of Designation provides for the creation of the Company’s Series C Preferred Stock.

Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by the General Corporation Law of the State of Delaware, the Series C Preferred Stock shall have no voting rights. However, as long as any shares of Series C Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation, amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series C Preferred Stock, (ii) issue further shares of Series C Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series C Preferred Stock, (iii) prior to the stockholder approval of the Company Stockholder Matters, consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into another Person in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction or in which the Company issues securities in such transaction that represent or are convertible into securities representing more than a majority of the voting power of the Company immediately before such transaction, (iv) prior to the stockholder approval of the Company Stockholder Matters, authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series C Preferred Stock, (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay stockholder approval of the Company Stockholder Matters or the Automatic Conversion (as defined in the Certificate of Designation) or (iv) enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series C Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares in connection with the Company Stockholder Matters in accordance with Rule 5635 of the listing rules of Nasdaq.

Following stockholder approval of the Company Stockholder Matters, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series C Preferred Stock is prohibited from converting shares of Series C Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99% and 19.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

If at any time after the earlier of (i) approval of the Company Stockholder Matters or (ii) six months after the initial issuance of the Series C Preferred Stock, the Company fails to deliver to the holder of the Series C Preferred Stock shares of Common Stock underlying such shares Series C Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company will pay, at the request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares.

The foregoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 - Regulation FD Disclosure.

On May 18, 2026, the Company issued a press release related to the Acquisition and the Financing and a press release related to the Company’s Phase 2a trial of LAM-001 in patients with pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease (“PH-ILD”), presented at the American Thoracic Society conference in Orlando, and made available the Company’s investor presentation to be used in general corporate communications and investor communications. Copies of the press release and presentation are furnished as Exhibits 99.1, 99.2, and 99.3, respectively, to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press releases attached as Exhibits 99.1 and 99.2 and the presentation attached as Exhibit 99.3 to this Current Report on Form 8-K, are furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, and 99.3 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

Forward Looking Statements

Certain statements contained in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “designed to,” “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “likely,” “continue,” “ongoing” or similar expressions, or the negative of such words, are intended to identify “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding expectations about the Company, Orphai, the Financing and the Acquisition; to the anticipated benefits of the Acquisition; the timing and completion of the Financing and the gross proceeds therefrom, including any additional gross proceeds that may be received upon exercise, if any, of the Financing Warrants (including the Financing Warrants issued pursuant to the Merger Agreement); the expected use of proceeds from the Financing and cash runway following the completion of the transactions; the Company’s strategy to build a focused, high-impact biotechnology company; the Company’s ability to deliver meaningful value for patients and stockholders; the design and potential benefits of LAM-001, including as a disease-modifying therapy for pulmonary disease; anticipated regulatory and development processes and timelines, including the expected timing to initiate the planned Phase 2 trial of LAM-001 in PH-ILD and the planned Phase 2 trial of LAM-001 in sarcoidosis associated PH (“SAPH”), the expected timing for data readouts from the ongoing Phase 2 trial of LAM-001 in bronchiolitis obliterans syndrome post lung transplant (“BOS”) and the planned Phase 2 trial of LAM-001 in PH-ILD; the estimated patient populations in the U.S. and Europe for PH-ILD, BOS and SAPH; the potential advantages of mTOR inhibitors in PH-ILD; and the design and potential benefits of the Company’s proprietary processes. The Company has based these forward-looking statements on its current expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include but are not limited to, the Company’s ability to consummate the Financing or realize the anticipated benefits from the transactions, including as a result of its failure to receive the approval of the Company Stockholder Matters; holders of Financing Warrants may not exercise their Financing Warrants and the Company may not receive any additional proceeds therefrom; clinical results may not be indicative of results that may be observed in the future, including in larger populations; potential safety and other complications related to LAM-001; the ability to obtain and maintain regulatory approval; competition in the Company’s industry; the scope, progress and expansion of developing LAM-001; the size and growth of the market(s) therefor and the rate and degree of market acceptance thereof vis-à-vis alternative therapies; the Company’s ability to attract or retain key management, members of the board of directors and other personnel; the impacts of general macroeconomic and geopolitical conditions on the Company’s business and financial position; and other risks and uncertainties described above in this Current Report on Form 8-K and in the Company’s other filings with the SEC. Statements made herein are as of the date of the filing of this Current Report on Form 8-K with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, the Company does not undertake, and it specifically disclaim, any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

Item 9.01 - Financial Statements and Exhibits.

(a) Financial statements of business acquired

The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to include such financial statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information

The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to include such pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated May 17, 2026, by and among Quince Therapeutics, Inc., Phoenix Merger Sub I, Inc., Phoenix Merger Sub II, LLC, Orphai Therapeutics, LLC, and Orphai Holdings Therapeutics, Inc.
3.1		Certificate of Designation of Series C Non-Voting Convertible Preferred Stock
4.1		Form of Warrant to Purchase Series C Non-Voting Convertible Preferred Stock or Common Stock
10.1*		Form of Securities Purchase Agreement, dated as of May 18, 2026, by and among Quince Therapeutics, Inc. and each investor listed on Exhibit A thereto
10.2*		Form of Registration Rights Agreement, by and among Quince Therapeutics, Inc. and certain investors signatory thereto
10.3		Employment Letter between the Company and Brigette Roberts, effective May 18, 2026
10.4		Employment Letter between Orphai Therapeutics Inc. and Brigette Roberts, effective May 12, 2026.
10.5		Retention Bonus Agreement dated May 17, 2026 between the Company and Dirk Thye
10.6		Retention Bonus Agreement dated May 17, 2026 between the Company and Brendan Hannah
99.1		Press Release issued on May 18, 2026
99.2		Press Release issued on May 18, 2026
99.3		Investor Presentation, dated May 18, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules, annexes, and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.

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: May 18, 2026				Name:		Dirk Thye
				Title:		Chief Executive Officer

Exhibit 99.1

Quince Announces Acquisition of Orphai and up to $187 Million Private

Placement to Advance Pulmonary Pipeline

• Acquisition includes LAM-001, an inhaled formulation of rapamycin for multiple pulmonary diseases, including pulmonary hypertension associated with interstitial lung disease (PH-ILD) and bronchiolitis obliterans syndrome post lung transplant (BOS)

• $115 million in upfront financing with the potential to receive up to an additional $72 million upon exercise of accompanying warrants

• Upfront proceeds from the private placement and existing cash and cash equivalents at closing are expected to fund operations through the end of 2028 and to support multiple expected milestones, including initiation of a Phase 2b trial in PH-ILD with data anticipated in Q1 2028 and delivery of Phase 2 data in BOS in Q1 2027

• Quince to host conference call and webcast today, May 18, 2026, at 10:00 a.m. ET

South San Francisco, CA, May 18, 2026 – Quince Therapeutics, Inc. (Nasdaq: QNCX) announced it has acquired Orphai Therapeutics Inc., a clinical-stage biotechnology company. The acquisition brings Orphai’s lead program LAM-001, an inhaled formulation of rapamycin (mTOR inhibitor), to treat rare pulmonary diseases, into Quince’s pipeline. New Phase 2 data with LAM-001 were recently presented at the American Thoracic Society (ATS) conference in Orlando and are detailed in a separate press release also announced today.

Concurrent with the acquisition, Quince entered into a definitive agreement for a private placement financing to raise up to $187 million in gross proceeds, which includes $115 million in upfront proceeds for the purchase of shares of Series C non-voting convertible preferred stock and up to an additional approximately $72 million upon exercise of accompanying warrants, before deducting placement agent and other offering expenses. The financing was led by Balyasny Asset Management and includes participation from leading healthcare investors including Affinity Asset Advisors, LLC, Coastlands Capital, Columbia Threadneedle Investments, Cormorant Asset Management, Eventide Asset Management, Foresite Capital, Janus Henderson Investors, LifeSci Venture Partners, Logos Capital, Perceptive Advisors, SilverArc Capital, Woodline Partners LP and other investors. Upfront proceeds from the financing together with existing cash and cash equivalents at closing, are expected to support the advancement of LAM-001 through multiple clinical milestones, including data from a Phase 2 clinical trial in BOS anticipated in the first quarter of 2027, data from a planned Phase 2b study in PH-ILD anticipated in the first

quarter of 2028 and data from a planned Phase 2 study in sarcoidosis associated PH (SAPH) anticipated in the fourth quarter of 2028.

“We believe the new LAM-001 clinical data, combined with the caliber of the Orphai management team and high quality syndicate of investors in the PIPE, all reinforce the value of this transaction and highlight our strategy to build a focused, high-impact biotechnology company,” said Dirk Thye, CEO and CMO of Quince. “We also believe that Orphai’s differentiated LAM-001 program coupled with a newly strengthened balance sheet enhances our ability to deliver meaningful value for both patients and stockholders.”

“Despite recent advances in treatment, PH-ILD remains a progressive condition characterized by declines in lung function and exercise capacity leading to hospitalization, lung transplantation and death,” said Brigette Roberts, MD, Chief Corporate Affairs Officer of Quince and former CEO of Orphai Therapeutics. “We are encouraged by the enthusiasm from the KOL community for these initial data, driven by the magnitude of benefit seen and the consistency across multiple measures of patient benefit. We look forward to advancing LAM-001 into a Phase 2b trial in PH-ILD as well as to progressing the program in multiple additional pulmonary indications of major unmet medical need.”

About LAM-001 LAM-001 is a proprietary, investigational, once-daily inhaled formulation of sirolimus, also known as rapamycin. LAM-001’s potential as a disease-modifying agent in pulmonary hypertension stems from its ability to inhibit mTOR-mediated pulmonary arterial smooth muscle cell proliferation. The mTOR pathway has been shown to be activated in the pulmonary arterial smooth muscle cells of patients with pulmonary hypertension, and mTOR inhibition with rapamycin has been shown to reverse smooth muscle cell hyperproliferation and attenuate pulmonary vascular remodeling and cardiopulmonary dysfunction in multiple nonclinical models. Additionally, mTOR signaling promotes fibroblast activation, myofibroblast differentiation, and extracellular matrix deposition in injured or inflamed lung tissue, and mTOR inhibition has been shown to exert direct anti-fibrotic activity, reducing collagen accumulation, suppressing profibrotic cytokine signaling, and attenuating parenchymal fibrosis. These effects are particularly relevant in pulmonary hypertension associated with interstitial lung disease (PH-ILD), where vascular remodeling and progressive fibrosis evolve in parallel and amplify pulmonary vascular load. LAM-001 is designed to enhance pulmonary delivery and reduce systemic exposure, offering a promising potential disease-modifying therapy for pulmonary disease.

LAM-001 is currently being studied in multiple indications including pulmonary hypertension associated with interstitial lung disease (PH-ILD), a serious and progressive condition affecting an estimated ~86K patients in the U.S. and ~120K in Europe. Based on

compelling Phase 2a data presented at the American Thoracic Society (ATS) in May 2026, the company is advancing LAM-001 into a Phase 2b trial in PH-ILD, with initiation planned for mid-2026 and data anticipated in the first quarter of 2028. LAM-001 is also being evaluated in a Phase 2 study in bronchiolitis obliterans syndrome (BOS), a serious complication following lung transplantation affecting an estimated ~17K patients in the U.S. and ~11K in Europe, with data anticipated in the first quarter of 2027. In late 2026, the company also plans to initiate a Phase 2 study of LAM-001 in sarcoidosis-associated pulmonary hypertension (SAPH), a severe complication of sarcoidosis with no approved therapy affecting an estimated ~60K patients in the U.S. and Europe.

About the Transaction

The acquisition is structured as a stock-for-stock merger, pursuant to which all outstanding equity interests of Orphai will be exchanged based on a fixed exchange ratio for a combination of 3,258,517 shares common stock, 67,101.235 shares of Series C non-voting convertible preferred stock (representing 67,101,235 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) and options to purchase 26,332,798 shares of common stock. In addition, Orphai’s outstanding warrants were exchanged for warrants to purchase up to 10,964.505 shares of Series C non-voting convertible preferred stock (or 10,964,505 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) at an exercise price of $996.90 per share (or $0.9969 per share on an as-converted-to-common basis), for up to approximately $10.9 million in additional proceeds upon exercise of the warrants.

Concurrent with the acquisition, Quince entered into a definitive agreement for a private placement financing with new and returning investors to raise up to $187 million in gross proceeds, which includes $115 million in upfront proceeds and up to an additional approximately $72 million upon exercise of accompanying warrants, in which the investors will be issued approximately 144,200.633 shares of Series C non-voting convertible preferred stock (or 144,200,633 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) at a price of $797.50 per share (or $0.7975 per share on an as-converted-to-common basis) and accompanying warrants to purchase up to 72,100.322 shares of Series C non-voting convertible preferred stock (or 72,100,322 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) at an exercise price of $996.90 per share (or $0.9969 per share on an as-converted-to-common basis). The private placement is expected to close on May 21, 2026.

Subject to Quince stockholder approval in accordance with Nasdaq listing rules, each share of Series C non-voting convertible preferred stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder, and each warrant will become exercisable for common stock on a 1:1,000 ratio, subject to certain beneficial ownership limitations set by each holder. The warrants issuable upon the closing of the private placement and exchanged for Orphai warrants are exercisable beginning on the trading day following the earlier of the company’s public announcement of (i) topline results from the ongoing LAM-001 Phase 2 trial in BOS and (ii) the termination or suspension of the ongoing LAM-001 Phase 2 trial in BOS and through the 30^th day following such public announcement. In addition, the options assumed by the company in the merger are not exercisable until Quince stockholder approval in accordance with Nasdaq listing rules.

The acquisition was approved by the Board of Directors of Quince and the Board of Directors and stockholders of Orphai. The closings of the acquisition and the private placement are not subject to the approval of Quince’s stockholders. The approval of Quince’s stockholders is required, among other things, under the terms of the Series C non-voting convertible preferred stock in order for the Series C non-voting convertible preferred stock to be converted into shares of Quince common stock, and Quince is required to hold a stockholder meeting for such vote. As a result of the transactions, equity holders of Quince immediately prior to the acquisition will own approximately 6.9% of Quince common stock, equity holders of Orphai immediately prior to the acquisition will own approximately 31.9% of Quince common stock and investors in the private placement financing will own approximately 61.2% of Quince common stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Series C non-voting convertible preferred stock) using the treasury stock method and based on the implied equity values of Quince and Orphai. Following the closing of the private placement, Quince is expected to have a projected cash runway through the end of 2028.

LifeSci Capital is serving as financial advisor to Quince. Dorsey & Whitney is serving as legal counsel to Quince. LifeSci Capital is serving as exclusive placement agent for the concurrent financing. Gibson, Dunn & Crutcher LLP is serving as legal counsel to the placement agent. Evercore and Cantor are serving as capital markets advisors for the concurrent financing. Cooley LLP is serving as legal counsel to Orphai. Oppenheimer & Co. Inc. provided a fairness opinion to Quince’s board of directors.

Webcast Details

Monday, May 18th @ 10:00 am ET

Investors: 1-877-407-0784

International Investors: 1-201-689-8560

Conference ID: 13760654

Webcast: Click Here

Call me^™: Click Here for instant telephone access to the event.

A replay of the webcast presentation will be temporarily archived on the Investors section of Quince’s website following the presentation.

About Quince Therapeutics, Inc.

Quince Therapeutics, Inc. (Nasdaq: QNCX) is a late-stage biotechnology company dedicated to unlocking the power of a patient’s own biology for the treatment of rare diseases. Quince’s proprietary processes are designed to encapsulate a drug into the patient’s own red blood cells for the chronic administration of drugs that have limitations due to toxicity, poor biodistribution, suboptimal pharmacokinetics, or immune response, remain a part of Quince’s pipeline for potential development across a range of human diseases. For more information on the company and its latest news, visit www.quincetx.com.

About Orphai Therapeutics, Inc.

Orphai Therapeutics is committed to transforming the lives of patients facing serious, underserved diseases by developing disease-modifying therapies to treat their conditions. The company is currently developing LAM-001 for the treatment of pulmonary hypertension associated with interstitial lung disease (PH-ILD), bronchiolitis obliterans syndrome (BOS), and sarcoidosis associated pulmonary hypertension (SAPH). A Phase 2a study in PH patients has been completed, a Phase 2 clinical study in BOS patients is ongoing, a Phase 2b study in PH-ILD is anticipated to begin in mid-2026, and a Phase 2 study in SAPH is anticipated to begin in late-2026. By pioneering innovative approaches, the company aims to offer new hope and improved quality of life to patients worldwide.

Forward Looking Statements

Statements in this news release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, may be forward-looking statements.

Forward-looking statements contained in this news release may be identified by the use of words such as “believe,” “may,” “should,” “expect,” “anticipate,” “plan,” “believe,” “estimated,” “potential,” “intend,” “will,” “can,” “seek,” or other similar words. Examples of forward-looking statements include, among others, statements relating to the anticipated benefits of the company’s acquisition of Orphai; the timing and completion of the private placement financing and the gross proceeds therefrom, including any additional gross proceeds that may be received upon exercise, if any, of accompanying warrants or the warrants exchanged in the acquisition; the expected use of proceeds from the private placement and cash runway following the completion of the transactions; the company’s strategy to build a focused, high-impact biotechnology company; the company’s ability to deliver meaningful value for patients and stockholders; the design and potential benefits of LAM-001, including as a disease-modifying therapy for pulmonary disease; anticipated regulatory and development processes and timelines, including the expected timing to initiate the planned Phase 2 trial of LAM-001 in PH-ILD and the planned Phase 2 trial of LAM-001 in SAPH, the expected timing for data readouts from the ongoing Phase 2 trial of LAM-001 in BOS and the planned Phase 2 trial of LAM-001 in PH-ILD; the estimated patient populations in the U.S. and Europe for PH-ILD, BOS and SAPH; the potential advantages of mTOR inhibitors in PH-ILD; and the design and potential benefits of the company’s proprietary processes . Forward-looking statements are based on Quince’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict and could cause actual results to differ materially from what the company expects. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, but are not limited to, the company’s ability to consummate the private placement financing or realize the anticipated benefits from the transactions, including as a result of its failure to receive the requisite stockholder approvals; investors in the private placement or former Orphai warrant holders may not exercise their warrants and the company may not receive any additional proceeds therefrom; clinical results may not be indicative of results that may be observed in the future, including in larger populations; potential safety and other complications related to LAM-001; the ability to obtain and maintain regulatory approval; competition in the company’s industry; the scope, progress and expansion of developing LAM-001; the size and growth of the market(s) therefor and the rate and degree of market acceptance thereof vis-à-vis alternative therapies; the company’s ability to attract or retain key management, members of the board of directors and other personnel; the impacts of general macroeconomic and geopolitical conditions on the company’s business and financial position; and other risks and uncertainties described in the section titled “Risk Factors” in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on April 10,

2026 and other reports as filed with the SEC. Forward-looking statements contained in this news release are made as of this date, and Quince undertakes no duty to update such information except as required under applicable law.

Contacts

Corey Davis, Ph.D.

LifeSci Advisors, LLC

cdavis@lifesciadvisors.com

212-915-2577

Exhibit 99.2

Quince Therapeutics Announces Clinically Meaningful Improvements Across

Functional, Hemodynamic and Biomarker Measures in Phase 2 Study in PAH and PH-ILD

• Data from Phase 2a study of LAM-001 on top of standard of care in PH-ILD patients with refractory PH demonstrated clinically meaningful improvement in multiple assessments of lung function, including improvement in 6MWD of 67.4 meters and PVR reduction of 33.9% at 24 weeks

• Phase 2b trial in PH-ILD to initiate in mid-2026, with topline data anticipated in the first quarter of 2028

• Conference call and webcast today, May 18, 2026, at 10:00 a.m. ET

South San Francisco, CA, May 18, 2026 – Quince Therapeutics, Inc. (Nasdaq: QNCX) announced Phase 2a data evaluating LAM-001, an inhaled formulation of rapamycin (mTOR inhibitor), in patients with pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD), presented at the American Thoracic Society (ATS) conference in Orlando. The Company recently acquired LAM-001 through its previously announced acquisition of Orphai Therapeutics, Inc., a clinical-stage biotechnology company developing LAM-001 to treat rare pulmonary diseases

The Phase 2a study was a 24-week, open-label trial conducted across four clinical sites evaluating LAM-001 as an add-on therapy to standard of care (SOC) in 10 adult patients with PAH and PH-ILD who remained symptomatic despite background therapy. Primary endpoints included change from baseline in peak oxygen uptake (VO2 max) at Week 24, safety and tolerability. Secondary endpoints included pulmonary vascular resistance (PVR), six-minute walk distance (6MWD) and change in functional class, with change in N-terminal pro-B-type natriuretic peptide (NT-proBNP) assessed as an exploratory endpoint.

LAM-001 Demonstrated Clinically Meaningful Improvements Across Key Measures of Pulmonary Vascular Disease

Treatment with LAM-001 was associated with improvement or stabilization from baseline across multiple clinically relevant measures, including 6MWD, PVR, NT-proBNP and forced vital capacity (FVC), supporting potential benefit across exercise capacity, pulmonary hemodynamics, cardiac stress and lung function.

Improvements in 6MWD, a clinically meaningful endpoint commonly used in pulmonary hypertension clinical trials and regulatory submissions, were observed alongside favorable changes in hemodynamic and biomarker measures. All evaluable patients also transitioned from Functional Class III to Functional Class II by Week 24. In addition, two patients transitioned to Functional Class I at 16- and 52-week evaluations.

LAM-001 was generally well tolerated in patients receiving background standard-of-care therapy. A total of 6 patients were evaluable at the 24-week endpoint, of which 4 were PH-ILD patients. All 4 PH-ILD patients were receiving stable doses of treprostinil therapy before and throughout the study.

LAM-001 Phase 2a PH Efficacy

		Evaluable Population N=6				PH-ILD Subgroup N=4
Δ6MWD (m)			+81.3				+67.4
Δ VO2 Max (Predicted)			+5.4	%			+6.7	%
% Δ PVR (exercise)			-25.5	%			35.3	%
% Δ PVR (supine)			28.1	%			-33.9	%
% Δ NT-proBNP			-29.0	%			-28.8	%
Δ FVC (% Predicted)			+4.8	%			+1.8	%

6MWD = six-minute walk distance; VO2 Max = peak oxygen uptake; PVR = pulmonary vascular resistance; NT-proBNP = N-terminal pro-B-type natriuretic peptide; FVC = forced vital capacity; % predicted compares a patient’s value to expected normal values based on demographic characteristics.

“Patients with PH-ILD continue to face substantial limitations in daily functioning and a high risk of clinical deterioration despite currently available therapies,” said Aaron B. Waxman, M.D., Ph.D., Director of the Pulmonary Vascular Disease Program at Brigham and Women’s Hospital and Associate Professor of Medicine at Harvard Medical School. “What is particularly notable in these early data is the consistency of improvement observed across several important markers of disease burden, including exercise capacity, pulmonary vascular resistance, cardiac stress biomarkers and lung function. Improvements in measures such as 6MWD and PVR are especially encouraging given their clinical relevance in pulmonary hypertension and may suggest broader effects on cardiopulmonary physiology. These findings are encouraging for patients and the broader pulmonary hypertension community and support continued development of LAM-001 in PH-ILD, where meaningful therapeutic advances remain urgently needed.”

About LAM-001

LAM-001 is a proprietary, investigational, once-daily inhaled formulation of sirolimus, also known as rapamycin. LAM-001’s potential as a disease-modifying agent in pulmonary hypertension stems from its ability to inhibit mTOR-mediated pulmonary arterial smooth muscle cell proliferation. The mTOR pathway has been shown to be activated in the pulmonary arterial smooth muscle cells of patients with pulmonary hypertension, and mTOR inhibition with rapamycin has been shown to reverse smooth muscle cell hyperproliferation and attenuate pulmonary vascular remodeling and cardiopulmonary dysfunction in multiple nonclinical models. Additionally, mTOR signaling promotes fibroblast activation, myofibroblast differentiation, and extracellular matrix deposition in injured or inflamed lung tissue, and mTOR inhibition has been shown to exert direct anti-fibrotic activity, reducing collagen accumulation, suppressing profibrotic cytokine signaling, and attenuating parenchymal fibrosis. These effects are particularly relevant in pulmonary hypertension associated with interstitial lung disease (PH-ILD), where vascular remodeling and progressive fibrosis evolve in parallel and amplify pulmonary vascular load. LAM-001 is designed to enhance pulmonary delivery and reduce systemic exposure, offering a promising potential disease-modifying therapy for pulmonary disease.

LAM-001 is currently being studied in multiple indications including pulmonary hypertension associated with interstitial lung disease (PH-ILD), a serious and progressive condition affecting an estimated ~86K patients in the U.S. and ~120K in Europe. Based on compelling Phase 2a data presented at the American Thoracic Society (ATS) in May 2026, the company is advancing LAM-001 into a Phase 2b trial in PH-ILD, with initiation planned for mid-2026 and data anticipated in the first quarter of 2028. LAM-001 is also being evaluated in a Phase 2 study in bronchiolitis obliterans syndrome (BOS), a serious complication following lung transplantation affecting an estimated ~17K patients in the U.S. and ~11K in Europe, with data anticipated in the first quarter of 2027. In late 2026, the company also plans to initiate a Phase 2 study of LAM-001 in sarcoidosis-associated pulmonary hypertension (SAPH), a severe complication of sarcoidosis with no approved therapy affecting an estimated ~60K patients in the U.S. and Europe.

Phase 2a Study Design

The Phase 2a study (NCT05798923) was a 10-patient, multicenter, open-label trial evaluating the safety, tolerability and efficacy of LAM-001 as an add-on therapy to standard of care (SOC) in adult patients with pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD) who remained symptomatic despite background therapy. The 24-week study was conducted across four clinical sites in the United States. Primary endpoints included change in peak oxygen uptake (VO2 max) from baseline to Week 24 as well as safety and tolerability. Secondary endpoints included change in pulmonary vascular resistance (PVR), six-minute walk distance (6MWD) and functional class assessments. Exploratory endpoints included change in N-terminal pro-B-type natriuretic peptide (NT-proBNP) and forced vital capacity (FVC).

Webcast Details

Monday, May 18th @ 10:00 am ET

Investors:		1-877-407-0784
International Investors:		1-201-689-8560
Conference ID:		13760654
Webcast:		Click Here
Call me™:		Click Here for instant telephone access to the event.

A replay of the webcast presentation will be temporarily archived on the Investors section of Quince’s website following the presentation.

About Quince Therapeutics, Inc.

Quince Therapeutics, Inc. is committed to transforming the lives of patients facing serious, underserved diseases by developing disease-modifying therapies to treat their conditions. The company is currently developing LAM-001 for the treatment of pulmonary hypertension associated with interstitial lung disease (PH-ILD), bronchiolitis obliterans syndrome (BOS), and sarcoidosis associated pulmonary hypertension (SAPH). A Phase 2a study in PH patients has been completed, a Phase 2 clinical study in BOS patients is ongoing, a Phase 2b study in PH-ILD is anticipated to begin in mid-2026, and a Phase 2 study in SAPH is anticipated to begin in late-2026. By pioneering innovative approaches, the company aims to offer new hope and improved quality of life to patients worldwide.

Forward Looking Statements

Statements in this news release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, may be forward-looking statements. Forward-looking statements contained in this news release may be identified by the use of words such as “believe,” “may,” “should,” “expect,” “anticipate,” “plan,” “believe,” “estimated,” “potential,” “intend,” “will,” “can,” “seek,” or other similar words. Examples of forward-looking statements include, among others, statements relating to the design and

potential benefits of LAM-001, including as a disease-modifying therapy for pulmonary disease; anticipated regulatory and development processes and timelines, including the expected timing to initiate the planned Phase 2b trial of LAM-001 in PH-ILD and the planned Phase 2 trial of LAM-001 in SAPH, the expected timing for data readouts from the ongoing Phase 2 trial of LAM-001 in BOS and the planned Phase 2b trial of LAM-001 in PH-ILD; the Phase 2a data of LAM-001 in PAH and PH-ILD supporting continued development of LAM-001 in PH-ILD and the potential benefit across exercise capacity, pulmonary hemodynamics, cardiac stress and lung function; observed improvements in 6MWD and PVR in the Phase 2a trial potentially suggesting broader effects on cardiopulmonary physiology; the estimated patient populations in the U.S. and Europe for PH-ILD, BOS and SAPH; and the potential advantages of mTOR inhibitors in PH-ILD. Forward-looking statements are based on Quince’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict and could cause actual results to differ materially from what the company expects. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, but are not limited to, clinical results may not be indicative of results that may be observed in the future, including in larger populations; potential safety and other complications related to LAM-001; the ability to obtain and maintain regulatory approval; competition in the company’s industry; the scope, progress and expansion of developing LAM-001; the size and growth of the market(s) therefor and the rate and degree of market acceptance thereof vis-à-vis alternative therapies; the company’s ability to attract or retain key management, members of the board of directors and other personnel; the impacts of general macroeconomic and geopolitical conditions on the company’s business and financial position; and other risks and uncertainties described in the section titled “Risk Factors” in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on April 10, 2026 and other reports as filed with the SEC. Forward-looking statements contained in this news release are made as of this date, and Quince undertakes no duty to update such information except as required under applicable law.

Contacts

Corey Davis, Ph.D.

LifeSci Advisors, LLC

cdavis@lifesciadvisors.com

212-915-2577

Corporate Presentation May 18, 2026 A Subsidiary of Quince Therapeutics Exhibit 99.3

Disclaimers The information in this Presentation has been prepared by Quince Therapeutics, Inc. (“Quince”) and Orphai Therapeutics, Inc. (“Orphai” and, together with Quince and each of Quince’s subsidiaries, the “company”) and contains information pertaining to the business and operations of the company. The information contained in this Presentation: (a) is provided as at the date hereof, is subject to change without notice, and is based on publicly available data, internally developed data as well as third party information from other sources; (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the company; (c) is not to be considered a recommendation by the company that any person make an investment in the company; (d) is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities of the company in any jurisdiction in which such offer solicitation or sale would be unlawful. Where any opinion or belief is expressed in this Presentation, it is based on certain assumptions and limitations and is an expression of present opinion or belief only. This Presentation should not be construed as legal, financial or tax advice to any individual, as each individual’s circumstances are different. This Presentation is for informational purposes only and should not be considered a solicitation or recommendation to purchase, sell or hold a security. Certain matters discussed in this Presentation may contain forward-looking statements that are, by their nature, subject to significant risks and uncertainties. Forward-looking statements can be identified by words such as “may,’ “will,” “should,” “would,” “could,” “believe,” “expect,” ‘anticipate,” “intend,” “plan,” “continue,” “seek,” “estimate,” “potential” or the negative of these terms or other similar terms. Forward-looking statements in this Presentation include, but are not limited to, statements about: expectations about Quince, Orphai, the private placement financing and the acquisition of Orphai by Quince (the “Transactions”), including the closing of the private placement financing, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; any additional gross proceeds that may be received from the exercise of warrants, if any; expectations regarding the use of proceeds from the private placement financing, including such proceeds funding the company through key clinical milestones; the company’s product candidates, in particular LAM-001, and the potential benefits thereof; planned and ongoing pre-clinical and clinical studies, including the timing for data readouts and future development milestones; expected regulatory approval pathways; the market opportunity and patient population for LAM-001 in PH-ILD, BOS and SAPH; and expectations regarding patent protection and exclusivity for the company’s product candidates. Such forward-looking statements reflect the current views of the company’s management regarding future events; they are not guarantees of future performance. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially and adversely from results expressed or implied by this Presentation, including, amongst others: the inability to complete the private placement financing; costs related to the proposed Transactions; the ability of the company to realize the anticipated benefits from the Transactions, including as a result of its failure to receive the requisite stockholder approvals; investors in the private placement or former Orphai warrant holders may not exercise their warrants and the company may not receive any additional proceeds therefrom; the ability of the company to obtain sufficient additional capital to further advance its clinical programs; the ability of the company’s clinical trials to demonstrate acceptable safety and efficacy of its product candidates and other positive results; the progress of the company’s preclinical studies and clinical trials; risks related to clinical development and regulatory approval of the company’s product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; the size of the market opportunities for the company’s product candidates; competition in the company’s industry; upcoming data readouts and clinical trials planned for LAM-001 across three main clinical indications being PH-ILD, BOS and SAPH; changes in applicable laws or regulations and other risks and uncertainties from time to time described in Quince’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on April 10, 2026, including those under the “Risk Factors” section therein, and in Quince’s other filings with SEC including its Current Report on Form 8-K announcing the Transactions. The company assumes no obligation to update any forward-looking information contained in this Presentation. Certain information contained in this Presentation related to or are based on studies, publications and other data obtained from third party sources as well as our own internal estimates and research. While the company believes that such third-party sources are reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The company has not independently verified the information provided by such third-party sources. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but the company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, service marks, trade names and copyrights.

Quince Therapeutics / Orphai Transaction Highlights Transaction Overview & Financing Governance & Leadership The acquisition of Orphai was structured as a stock-for-stock transaction whereby all of Orphai’s outstanding equity interests were exchanged for a combination of shares of Quince common stock and a newly created, Series C non-voting convertible preferred stock and all outstanding Orphai warrants were exchanged for warrants issuable to the investors in the private placement financing. The proceeds from the private placement are expected to be primarily used to advance LAM-001 and deliver the following anticipated milestones: Phase 2 data in Bronchiolitis Obliterans Syndrome (BOS) Phase 2 data in Pulmonary Hypertension-Interstitial Lung Disease (PH-ILD) Phase 2 data in Sarcoidosis Associated Pulmonary Hypertension (SAPH) Brigette Roberts has joined Quince Board of Directors and will join existing Quince management team to provide continuing leadership for the combined company. Use of Proceeds Acquisition closed on May 18, 2026 Concurrent with the acquisition of Orphai, Quince executed subscription agreements for an up to $187 million financing led by Balyasny and participation from the following institutional investors: Affinity Asset Advisors, LLC, Coastlands Capital, Columbia Threadneedle Investments, Cormorant Asset Management, Eventide Asset Management, Foresite Capital, Janus Henderson Investors, LifeSci Venture Partners, Logos Capital, Perceptive Advisors, SilverArc Capital, Woodline Partners LP and other investors

Capitalization Calculated using the treasury stock method Excludes currently outstanding Orphai options that were assumed by Quince and warrants issued to Orphai warrant holders. Represents shares of Quince common stock issued to Orphai stockholders in connection with the merger, equal to 19.99% of Quince’s pre-merger common stock outstanding immediately prior to closing Represents Quince pre-merger shares of common stock outstanding, shares of common stock issued to Orphai’s stockholders at the closing of the merger, shares of common stock underlying the shares of preferred stock issued to Orphai’s stockholders at the closing of the merger, and shares of preferred stock issuable to investors upon the closing of the private placement financing, all on an as converted basis and without regard to any beneficial ownership limitations Shares of common stock and preferred stock were issued to Orphai security holders in exchange for all of Orphai's outstanding equity interest and all outstanding warrants were exchanged for warrants issuable to investors in the private placement financing Shares of preferred stock are issuable to investors at the closing of the private placement The private placement provides $115M upfront, along with 50% warrant coverage. The warrants will be exercisable upon Phase 2 BOS readout and will be exercisable at a 25% premium to the deal price and have a 30-day exercise window. The anticipated warrant proceeds are approximately $72M (or approximately $83M including the warrants issued to former Orphai warrant holders). Shares of preferred stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial restrictions set by each holder and approval of QNCX's stockholders Please refer to the company's SEC filings for additional information

Investment Highlights Rare disease focused, clinical-staged biotechnology company developing a novel, once-daily, inhaled, disease modifying rapamycin formulation (LAM-001) across multiple Phase 2 programs: PH-ILD (~200K US/EU)1 –Current therapies are limited to vasodilation, not disease modifying2. Promising Ph 2a data on top of standard of care presented ATS 2026; Ph 2b expected to initiate mid-2026. BOS (~30K US/EU)3 - Severe complication of and leading cause of death post lung transplantation4. Positive, retrospective data from clinical utilization of oral rapamycin support an ongoing Ph 2 trial with data expected 1Q 2027. SAPH (~60K US/EU)5 - Severe complication of sarcoidosis with no approved therapy (PH WHO group 5). Ph 2 trial expected to initiate in 2026, supported by proof-of-concept clinical efficacy data from completed PH study. Efficient 505(b)2 development pathway for lead program (LAM-001), with strong IP coverage expected to the mid 2040's US/EU Orphan Disease Status granted for multiple indications Supportive FDA feedback from end of Phase 2 and pre-IND meetings Represents estimated patient population in the US and EU: Wijsenbeek 2020 DOI: 10.1056/NEJMra2005230, Ang 2024 https://doi.org/10.1016/j.chest.2024.04.025 Shlobin 2024 https://doi.org/10.1002/pul2.12310 Represents estimated patient population in the US and EU: US HRSA Data, Kulkarni 2018:doi: 10.1016/j.healun.2018.09.016 and Company estimates Ehrsam 2021 doi.org/10.1016/j.healun.2021.01.887 Represents estimated patient population in the US and EU: American Lung Association Data, Duong 2018, https://doi.org/10.1097/CPM.0000000000000252

Quince Pipeline and Anticipated Milestones 2026 2027 2028 Estimated US/EU Market Anticipated Data Readouts LAM-001 Pulmonary Hypertension-Interstitial Lung Disease (PH-ILD) ~200k 1Q-28 Bronchiolitis Obliterans Syndrome (BOS) ~30k 1Q-27 Sarcoidosis Associated PH (SAPH) ~60k 4Q-28 Phase 2 (IIT) Anticipated Data Readout Phase 2 Phase 2b (PH-ILD)

* Systemic bioavailability of 14 – 18% due to poor aqueous solubility, high molecular weight, extensive first‑pass metabolism, variable gastrointestinal conditions, food effects, and P‑glycoprotein-mediated efflux  Rapamune (sirolimus) [prescribing information]. Pfizer Inc.; Revised 4/2017 Limitations of Oral Rapamycin Systemic Exposure with Significant Safety Risks: Oral Rapamune® Key Label Warnings and Precautions: Angioedema, Fluid Accumulation and Impairment of Wound Healing, Hyperlipidemia, Decline in Renal Function, Proteinuria, Latent Viral Infections, Male Infertility, Embryo-Fetal Toxicity We believe these limitations preclude the adoption of oral rapamycin in pulmonary diseases where the mTOR pathway has been clearly implicated Limited Lung Exposure: Systemic toxicity limits oral dosing levels and may preclude sufficient lung exposure Low and Variable Oral Bioavailability*: Requiring inconvenient plasma monitoring and frequent dose adjustments

Solution: LAM-001 Designed for Improved Pulmonary Delivery of Rapamycin Targeted Delivery: Direct lung delivery à higher local exposure versus oral or nebulized formulations Ideal Physical Chemical Properties for Lung Delivery: Enhanced lung exposure and potential improved efficacy in pulmonary diseases Minimized Systemic Exposure and Well-Tolerated Safety Profile: Reduced systemic side effects compared to oral rapamycin Convenient Administration: Easy-to-use once-a-day dry powder inhaler (DPI) designed to enhance patient compliance; fixed dose with no need for blood level monitoring (required with oral rapamycin due to low and variable oral bioavailability) Based on non-clinical and clinical studies conducted by the Company, Rapamune (sirolimus) prescribing information. Pfizer Inc.; Revised 4/2017 No head-to-head clinical trials have been conducted evaluating LAM-001 and Rapamycin. Differences exist between study or trial designs and participant characteristics, and caution should be exercised when comparing data across studies

Phase 1/2 in LAM Patients LAM-001: Inhaled Rapamycin Advantages over Oral LAM-001 vs oral rapamycin: designed to deliver higher drug exposure in lungs where needed for clinical activity with lower systemic exposure where most toxicities arise Total dose delivered via inhalation = 20x lower (100 µg/day vs 2 mg/day) ~5-15x lower systemic exposure (<1 ng/ml vs 5-15 ng/ml for oral) > 90% mTOR inhibition at 24 hours after a single QD dose in rats comparable to 100 µg QD in humans Reduced systemic exposure with clinically relevant lung exposure Human studies support improved safety profile of LAM-001 vs. oral LAM-001 is well tolerated across indications, up to 2.5 yrs of daily treatment All AEs mild or moderate No drug related: SAEs, withdrawals, or Grade 3/4 AEs ILD = interstitial lung disease Based on non-clinical and clinical studies conducted by the Company No head-to-head clinical trials have been conducted evaluating LAM-001 and Rapamycin. Differences exist between study or trial designs and participant characteristics, and caution should be exercised when comparing data across studies

LAM-001: Group 3 Pulmonary Hypertension (PH-ILD)

ILD = interstitial lung disease, * PH is categorized into 5 groups (Group1-5) based on disease etiology; Group 1: Pulmonary arterial hypertension, Group 2: PH due to left heart disease, Group 3: PH due to chronic lung disease (such as ILD or COPD) and/or hypoxia , Group 4: PH due to pulmonary artery obstructions, Group 5: PH due to other conditions including sarcoidosis, sickle cell anemia, chronic hemolytic anemia, splenectomy, and metabolic disorders) 1Kacprzak 2023 https://doi.org/10.3390/diagnostics13142354 2Gall 2017 http://dx.doi.org/10.1016/j.healun.2017.02.016 3Wijsenbeek 2020 DOI: 10.1056/NEJMra2005230, Ang 2024 https://doi.org/10.1016/j.chest.2024.04.025 4Pulmonary Hypertension Singapore Pulmonary Hypertension (PH-ILD) Figure 2 – Narrowing of the pulmonary arteries associated with PH4 Mild-moderate PH Healthy pulmonary artery Severe PH Rare, progressive disorder characterized by smooth muscle cell proliferation and endothelial cell dysfunction, leading to thickening and narrowing of the pulmonary blood vessels Group 3 Pulmonary Hypertension due to underlying interstitial lung disease (ILD) characterized by fibrosis of the lung tissue* Worse prognosis than Group 1 PAH or ILD alone1 5-year survival 23%2 No cure Only two approved drugs Tyvaso & Yutrepia Estimated Addressable Patient Population3 Group 3 (PH-ILD) — US: ~86K | EU: ~120K DISEASE

Rapamycin Targets PH Pathology PH Smooth Muscle cells (Hypoxia) Rapamycin FKBP12 Activated mTOR Inhibited mTOR ↑ mTOR signaling ↑ Proliferation ↓ mTOR signaling ↓ Proliferation Hypoxia Hypoxia +Rapamycin Krymskaya, et. al., FASEB (2011) Growth Factor R LAM-001 has been shown to reverse pulmonary arterial smooth muscle cell proliferation, remodeling the arterial damage which is central to PH disease process Hassoun NEJM 2021

Rapamycin Inhibits mTOR and Reverses Pulmonary Arterial Smooth Muscle Cell (PASMC) Proliferation1,2 1 Based on Goncharov, Circulation. 2014 129: 864. Contr = Control IPAH = Idiopathic Pulmonary Hypertension Rapamycin Reverses PASMC Proliferation2 2 Based on Houssaini, Am J Resp Cell Mol Bio 2013 PASMC = Pulmonary Artery Smooth Muscle Cell, MCT = monocrotaline rat model MCT 3 wk Ve + Rapa 3 wk Control Rapamycin inhibits mTOR, which is Activated in PH1

Competitive Landscape PH-ILD Products and Product Candidates Company Once-daily dosing Vasodilation MOA Antiproliferative MOA Antifibrotic MOA Status LAM-001 Quince ✓ ✖ ✓ ✓ Ph 2 Tyvaso1 United Therapeutics ✖ ✓ ✖ ✖ Launched Yutrepia Liquidia ✖ ✓ ✖ ✖ Launched TPIP Insmed ✓ ✓ ✖ ✖ Ph 3 L606 Liquidia ✖ ✓ ✖ ✖ Ph 3 Tresmi United Therapeutics ✖ ✓ ✖ ✖ PR2 Ralinepag DPI United Therapeutics ✓ ✓ ✖ ✖ PC ROC-101 AllRock Bio ✓ ✓ ✓ ✓ Ph 2 Mosliciguat Pulmovant ✓ ✓ ✖ ✖ Ph 2 Treprostinils Tyvaso nebulized or dry powder administrations PR = Preregistration. Commercial launch anticipated 2027.

1iCPET is a diagnostic procedure in which patients undergo pulmonary and radial artery catheterization in conjunction with a bicycle exercise test to directly measure cardiac and pulmonary function during exercise. Bradley A. Maron, Barbara A. Cockrill, Aaron B. Waxman, David M. Systrom “Invasive Cardiopulmonary Exercise Test” Circulation 2013, 1157-1164 PVR = Pulmonary Vascular Resistance, 6MWD = 6 Minute Walk Distance, NT-proBNP = N-terminal pro-B-type natriuretic peptide Phase 2a Trial of LAM-001 in Group 1 PAH and 3 PH Data Presented at ATS May 2026 Design 10 patients; Open label 100 mg LAM-001 qd + SOC Week 0 Week 24 Open Label; 24 wks; 4 sites; Invasive Cardiopulmonary Exercise Testing (iCPET)1 Inclusion >18 yo; WHO Functional Class III; Group 1 PAH and Group 3 PH; symptomatic despite background Rx Primary Endpoints Peak oxygen uptake (VO2 max), Safety, Tolerability Secondary Endpoints PVR, 6MWD, WHO functional class Exploratory Endpoint NT-proBNP iCPET1 iCPET1 Aaron B. Waxman, MD, PhD Principal Investigator

Phase 2a Baseline Characteristics PAH PH-ILD Completers All Enrolled N per group 5 5 6 10 Female 4 2 2 6 Male 1 3 4 4 Age (median yr) 63 65 64 65 ILD IPF1 1 0 1 NSIP1 2 2 2 SSc- ILD1 1 1 1 PS1(Grp 5) 1 1 1 Background PH Meds Ambrisentan 2 0 1 2 Macitentan 3 1 2 4 Riociguat 1 0 0 1 Selexipag 1 0 0 1 Sildenafil 1 3 2 4 Tadalafil 3 2 4 5 Treprostinil2 3 5 5 8 Discontinuations3 3 1 - 4 1 IPF = Interstitial Pulmonary Fibrosis, NSIP = Non-specific Interstitial Pneumonia, SSc-ILD = Systemic Sclerosis ILD, PS = Pulmonary Sarcoidosis 2 Inhaled, oral or SubQ Data on file Majority of patients on triple background therapy All PH-ILD patients on background treprostinil Patients on stable background therapy prior to enrollment and throughout study 3Discontinuations (all deemed unrelated to drug): PAH Respiratory failure/GI infection at ~month 5 lead to hospitalization, unrelated to study drug, developed aspiration pneumonia in hospital and died Widowmaker lesion identified mid-study (unrelated to study drug) and withdrew from study for immediate stenting Terminated following vaping induced lung injury PH-ILD Multiple complications and hospitalizations unrelated to study drug and withdrew All discontinuations deemed unrelated to study drug

Evaluable Population PH-ILD Subgroup Mean Mean N = 6 N = 4 Δ 6MWD (m) +81.3 +67.4 Δ VO2 Max (% Predicted) +5.4% +6.7% % Δ PVR (exercise) -25.5% -35.3% % Δ PVR (supine) -28.1% -33.9% % Δ NT-proBNP -29.0% -28.8% Δ FVC (% Predicted) +4.8% +1.8% Phase 2a 24 Week Data Summary Consistent, clinically relevant improvement from baseline observed across multiple endpoints In addition to SOC therapy in heavily pre-treated population Data support potential benefit across exercise capacity, pulmonary hemodynamics, cardiac stress and lung function 6MWD = 6 Minute Walk Distance, VO2Max, PVR = Pulmonary Vascular Resistance, NT-proBNP = N-terminal pro-B-type natriuretic peptide, FVC = Forced Vital Capacity Data on file

Phase 2a Functional Class Endpoint Symptom-free when physically active or resting Class: I Class: II No symptoms at rest, but normal activities such as climbing stairs, grocery shopping or making the bed cause some discomfort and shortness of breath Class: III Resting may be symptom-free, but normal chores around the house are greatly limited due to shortness of breath or feeling tired Class: IV Symptoms at rest and severe symptoms with an activity WHO Functional Class Definition* *https://www.phaeurope.org/about-ph/classification-and-who-functional-class/ Improvement 100% of completers improved to FC II by Week 24 All 10 patients FC III at baseline 6/10 improved to FC II by Week 12 2 patients improved to FC I Data on file

Safety Summary through 24-Weeks No dose interruptions due to AEs No discontinuations due to drug No drug related SAEs LAM-001 was well tolerated Drug Related AEs Grade 1 Productive Cough (n = 1) - Resolving Grade 2 Cough (n = 1) - Not Resolved Grade 1 Gingivitis (n = 1) - Resolving AEs = Adverse Events, SAEs = Serious Adverse Event Data on file

Phase 2a Efficacy and Safety Summary LAM-001 well tolerated No dose interruptions due to AE No discontinuations due to drug No drug related SAE Drug related AEs N = 2 cough (Grade 1, 2 ) N = 1 gingivitis (Grade 1) PH-ILD patients +67m improvement observed in 6MWD compares favorably to existing therapies1 Benefit seen on top of standard of care in heavily pretreated population Consistent signals of patient benefit seen across multiple measures Compelling Clinical Activity Favorable Tolerability 1Compared to +31.1m placebo adj. improvement in the Tyvaso INCREASE Phase 3 study: Waxman 2021 DOI: 10.1056/NEJMoa2008470 No head-to-head clinical trials have been conducted evaluating LAM-001 and Rapamycin. Differences exist between study or trial designs and participant characteristics, and caution should be exercised when comparing data across studies

*Proposed study design Clinical Worsening defined as the occurrence of one of the following: 1) Death, 2) Unplanned Lung or heart-lung transplantation, 3) PH specific hospitalization (>24 hrs), 4) Worsened Functional class 5) ≥ 15% decline in 6MWD from baseline PVR = Pulmonary Vascular Resistance, NT-proBNP = N-terminal pro-B-type natriuretic peptide, FVC = Forced Vital Capacity, DLCO = Diffusing Capacity of the Lungs for Carbon Monoxide, KBILD = King’s Brief Interstitial Lung Disease Questionnaire, emPHasis 10 = pulmonary hypertension health related quality of life score Phase 2b Trial of LAM-001 in PH-ILD* Design 100 mg LAM-001 qd (n=25) TBD LAM-001 qd (n=75) Week 24 Month 18 Placebo-controlled; Double Blind; Randomized 1:1:1; Multi-center (40 sites); 24 wks; 12 mo open-label extension Inclusion 18-70 y/o; WHO FC II and III; PVR >4, PH-ILD Group 3; symptomatic despite stable background rx Primary Endpoints Δ PVR Secondary Endpoints Δ 6MWD; Time to Clinical Worsening; Incidence of Clinical Worsening, Safety/Tolerability Exploratory Endpoints Δ WHO functional class, Δ NT-proBNP, Δ FVC, Δ DLCO, KBILD, emPHasis 10 Blinded Treatment Phase Open Label Extension Week 0 Placebo (n=25) 75 patients 200 mg LAM-001 qd (n=25) Anticipated Start Mid-2026

LAM-001: Bronchiolitis Obliterans (BOS)

LAM-001: Bronchiolitis Obliterans (BOS) Market BOS = Bronchiolitis Obliterans Syndrome3 Leading cause of death post lung transplantation (LT)1 Orphan Drug Designation granted US and Europe No FDA approved drugs ~4,000 lung transplants performed annually in US2 Estimated Addressable Patient Population2 BOS Post LT — US: ~17K | EU: ~11K 1 Ehrsam 2021 doi.org/10.1016/j.healun.2021.01.887 2 US HRSA Data, Kulkarni 2018:doi: 10.1016/j.healun.2018.09.016 and Company estimates 3 Researchoutreach.org

BOS Major Unmet Need 94% Percent of lung transplant patients develop BOS within 10 years of lung transplantation2 2.5 years Median survival (or re-transplantation) post development of BOS post lung transplantation4 1ISHLT Factsheet: https://www.ishlt.org/docs/default-source/default-document-library/ishlt_fast-facts.pdf Accessed 5/15/26 2Weigt 2016 https://doi.org/10.1055/s-0033-1348467 3 Ehrsam 2021 doi.org/10.1016/j.healun.2021.01.887 4Copeland 2010 doi: 10.1164/rccm.201002-0211OC 6.2 years Median survival post lung transplantation1 #1 BOS is the leading cause of death post lung transplantation3

FEV1 is Key Measure of BOS Progression and Survival Progression to Advanced BOS is Measured by FEV1 Decline* *Baseline = best post-transplant FEV1 Meyer 2014: DOI: 10.1183/09031936.00107514 1% ↓ in FEV1 is associated with a 3.4% ↑ Mortality (p < 0.001) Kneidinger 2022 doi: 10.3389/fmed.2022.897581 FEV1 > 80% Baseline BOS Gr 0 BOS Gr 1 BOS Gr 2 BOS Gr 3 FEV1 66 - 80% Baseline FEV1 ≤50% Baseline FEV1 51 - 65% Baseline What physicians monitor 72% Surveyed physicians ranked decline in FEV1 as the most important criterion for escalating BOS therapy Clinical implication Improvement in rate of FEV1 decline should drive market uptake Based on a survey conducted with 48 BOS physicians, data on file

1Based on Hernandez, et. al. Transplantation Proceedings, 2005. DOI: 10.1016/j.transproceed.2005.09.191 Mean FEV1 Values Before and After Rapamycin Rapamycin Stabilizes Pulmonary Function in Patients with BOS1 Oral rapamycin administered to patients with progressive BOS post lung transplant who had not responded to other treatments Pre-Rapamycin Post-Rapamycin Decline Stabilization Prior to initiation of rapamycin: Decline in FEV1 over the course of 12 months Post introduction of rapamycin: Eight of eleven patients (73%) showed improved or stabilized FEV1

Phase 2 Trial of LAM-001 in BOS Design 100 µg LAM-001 qd Week 48 Randomized 1:1, Double Blind, Placebo controlled, 25 mo open-label extension, Investigator-initiated trial Inclusion >18 yo; Newly diagnosed BOS (grade 1-2); ≥200mL drop in FEV1 (moderate progressive BOS), Double lung transplant Assessments Home spirometry; monthly PFTs & safety labs, monitor blood for cytokines and PK; BAL for SIR & biomarkers Primary Endpoints % Δ from baseline in FEV1 @ 48 wks Week 0 Placebo 19 patients 100 mg LAM-001 qd Month 36 Open Label Extension Blinded Treatment Phase Trial Fully Enrolled, Data Anticipated 1Q 2027 Secondary Endpoints Absolute Δ from baseline in FEV1 @ 48 wks, Δ rate of progression in FEV1 pre-enrollment vs @ 48 wks, PFS (defined as time to earliest to occur of: >10% decline in FEV1 or death from respiratory failure), Safety/Tolerability Exploratory Endpoints PFS (defined as time to earliest to occur of: >20% decline in FEV1 or death from respiratory failure), 6MWD @ 48 wks vs baseline, Δ FEV1/FVC @ 48 wks, SGRQ-C, mTOR pathway activation via BAL Status* Enrollment completed January 2026. An interim safety review was conducted in February 2026. Five of 19 subjects enrolled in the ongoing blinded study experienced a decline** in FEV1 >10% at that time. Dosing continues. * The interim clinical data presented herein are derived from an ongoing blinded study. Because the study remains blinded, the Company is unable to determine which patients received LAM-001 versus placebo. These interim data are preliminary, should be interpreted with caution, and are not indicative of the final results of the study. No conclusions regarding the efficacy or safety of LAM-001 should be drawn from these interim results. The actual results following unblinding may differ materially from the interim data presented herein. ** As measured in two consecutive visits FEV1 = Forced Expiratory Volume in 1 Second, PFS = Progression Free Survival, FVC = Forced Vital Capacity, SGRQ-C = St. George’s Respiratory Quesionnaire, COPD, BAL = Bronchioalveolar Lavage

IP, Financial, & Milestones

Broad IP Strategy Supporting LAM-001 Exclusivity Particle size Additional pending Formulation Delivery Dosage Use of composition Defined dosing regimens Specific indications FDA Orange Book Affords Protection for 3 Types of Patents Composition Claims Method Claims Drug Substance (DS) Drug Product (DP) Method of Treatment (MoT) 9 Issued US Patents – Expected Exclusivity Into 2035 Pharmaceutical compositions on DPI formulation Methods of treating PH and chronic lung disease Pending Applications – Expected Exclusivity Into 2047 Multifaceted IP and Exclusivity Strategy Broad claims in all 3 categories Drug substance, drug product, and method Multiple patents expected to be Orange Book-listable Orphan Drug Exclusivity in addition to patents 7 years US / 10 years EU Device exclusivity for the use of rapamycin in the RS01 dry powder inhaler device

Oversubscribed $115 M Financing Led by Well-Capitalized with Funding from Leading Healthcare Investors May 2026 Financing Including

Anticipated Milestones 1Q27 LAM-001 BOS Phase 2 Data 1Q28 LAM-001 PH-ILD Phase 2b Data 4Q28 LAM-001 SAPH Phase 2 Data May ‘26 LAM-001 PH Phase 2a Data (Oral Presentation at ATS) ü

Thank You

FAQ

What did Quince Therapeutics (QNCX) announce regarding Orphai Therapeutics?

Quince completed a stock-for-stock acquisition of Orphai Therapeutics, adding its LAM-001 inhaled rapamycin program for rare pulmonary diseases. Orphai holders received Quince common shares, Series C non-voting convertible preferred stock, assumed options and replacement warrants, making Orphai owners major stakeholders in the combined company.

How much new capital is Quince Therapeutics (QNCX) raising in the private placement?

Quince agreed to raise about $115 million by selling 144,200.633 Series C preferred shares plus Financing Warrants. Those warrants cover 72,100.322 Series C preferred shares and could generate roughly $72 million in additional proceeds if fully exercised, supporting LAM-001 through multiple Phase 2 milestones.

How will ownership of Quince Therapeutics (QNCX) change after the Orphai deal and financing?

After the Acquisition but before the Financing, pre-transaction Quince holders are expected to own about 17.8% fully diluted. Following the Financing, legacy Quince holders drop to roughly 6.9%, Orphai holders to 31.9%, and PIPE investors hold about 61.2% of fully diluted common stock.

What is LAM-001 and which diseases is Quince targeting?

LAM-001 is a once-daily inhaled formulation of sirolimus (rapamycin) designed to inhibit mTOR pathways in the lung. It is being developed for pulmonary hypertension associated with interstitial lung disease (PH-ILD), bronchiolitis obliterans syndrome (BOS), and sarcoidosis-associated pulmonary hypertension (SAPH), all serious rare pulmonary conditions.

What clinical timelines did Quince Therapeutics (QNCX) outline for LAM-001?

Quince highlighted Phase 2 BOS data for LAM-001 anticipated in the first quarter of 2027, Phase 2b PH-ILD data expected in the first quarter of 2028, and Phase 2 SAPH data anticipated in the fourth quarter of 2028, funded by the Acquisition and PIPE Financing proceeds.

What are the key terms of Quince’s Series C Non-Voting Convertible Preferred Stock?

Each Series C share converts into 1,000 common shares after stockholder approval of specified matters, subject to holder-set beneficial ownership caps between 4.99% and 19.99%. Series C holders receive common-equivalent dividends and must approve certain adverse charter changes, senior securities, and specified transactions.

How are Quince Therapeutics (QNCX) insiders and Orphai stakeholders restricted from selling shares?

Certain officers, directors and stockholders entered Lock-up Agreements restricting sales of common and Series C preferred shares for up to 12 months or until key LAM-001 Phase 2 trial announcements. Portions of holdings gradually release starting 180 days after closing, with additional releases monthly thereafter.

Filing Exhibits & Attachments

15 documents

Press Releases

• EX-99.1 EX-99.1 27.6 KB
• EX-99.2 EX-99.2 26.3 KB
• EX-99.3 EX-99.3 42.7 KB

Agreements & Contracts

• EX-10.1 EX-10.1 204.3 KB
• EX-10.2 EX-10.2 87.5 KB
• EX-10.3 EX-10.3 9.1 KB
• EX-10.4 EX-10.4 31.2 KB
• EX-10.5 EX-10.5 3.6 KB
• EX-10.6 EX-10.6 3.6 KB

Other Documents

• EX-2.1 EX-2.1 627.9 KB
• EX-3.1 EX-3.1 79.6 KB
• EX-4.1 EX-4.1 94.5 KB
• 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