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1-for-20 reverse split consolidates Quince Therapeutics (NASDAQ: QNCX) shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Quince Therapeutics, Inc. approved and implemented a 1-for-20 reverse stock split of its common stock. The company filed a Certificate of Amendment in Delaware effective at 11:59 p.m. Eastern Time on June 29, 2026, and its shares will begin trading on a split-adjusted basis on June 30, 2026.

Every twenty shares of issued and outstanding common stock will be combined into one share, leaving stockholder ownership percentages generally unchanged, except that fractional shares will be settled in cash. Shares outstanding will decline from 19,559,257 immediately before the split to approximately 977,963 after the split. The stock will continue trading under the symbol QNCX with a new CUSIP number 22053A305.

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Insights

Quince executes a 1-for-20 reverse split, consolidating shares without changing ownership stakes.

The reverse stock split combines every twenty existing shares of Quince Therapeutics common stock into one new share, reducing the count from 19,559,257 to about 977,963. This is a capital-structure change; it does not alter total company value by itself.

The company states that stockholder percentage ownership remains generally the same, with cash payments instead of fractional shares. All outstanding stock options and warrants are proportionally adjusted, and the stock will trade split-adjusted on the Nasdaq Global Select Market from June 30, 2026 with a new CUSIP.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-20 Approved by board for common stock
Shares outstanding before split 19,559,257 shares Immediately prior to reverse stock split
Shares outstanding after split Approximately 977,963 shares Immediately after reverse stock split becomes effective
Effective time 11:59 p.m. Eastern Time Reverse split effective on June 29, 2026
Split-adjusted trading start June 30, 2026 Nasdaq Global Select Market, symbol QNCX
New CUSIP 22053A305 Common stock post reverse split
Reverse Stock Split financial
"the Company’s stockholders approved the implementation of a reverse stock split"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Certificate of Amendment regulatory
"a form of certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
CUSIP financial
"The common shares will trade under a new CUSIP number, 22053A305"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
transfer agent financial
"The Company has appointed its transfer agent, Equiniti Trust Company, LLC, to act as exchange agent"
A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.
Nasdaq Global Select Market market
"will begin trading on a split-adjusted basis on the Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
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Understanding 8-K Material Events →
false 0001662774 --12-31 0001662774 2026-06-26 2026-06-26
 
 

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): June 26, 2026

 

 

QUINCE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38890   90-1024039

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

611 Gateway Boulevard, Suite 273  
South San Francisco, California   94080
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 910-5717

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   QNCX   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 3.03 - Material Modification to Rights of Security Holders

As previously disclosed, on June 11, 2026, at the 20256Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the implementation of a reverse stock split at a ratio ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100) with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion (the “Reverse Stock Split”) and a form of certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.

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

As a result of the Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one (1) issued and outstanding share of common stock, par value $0.001 per share. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company except that stockholders who would have otherwise received fractional shares will receive cash in lieu of such fractional shares. The Reverse Stock Split will not modify the rights or preferences of the common stock.

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

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

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

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Quince Therapeutics, Inc.
    By:  

/s/ Dirk Thye

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

Source: View Original Filing on SEC EDGAR

FAQ

What corporate action did Quince Therapeutics (QNCX) disclose in this 8-K?

Quince Therapeutics disclosed a 1-for-20 reverse stock split of its common stock. The split is implemented through a Certificate of Amendment and consolidates existing shares into a smaller number without generally changing each stockholder’s percentage ownership, aside from cash payments for fractional shares.

What is the ratio and effect of Quince Therapeutics’ reverse stock split?

The reverse stock split uses a 1-for-20 ratio, combining every twenty existing shares into one new share. Immediately before the split there were 19,559,257 shares outstanding, and afterward there will be approximately 977,963 shares outstanding, while overall ownership percentages remain largely unchanged.

When will Quince Therapeutics’ reverse split become effective and start trading?

The reverse stock split becomes effective at 11:59 p.m. Eastern Time on June 29, 2026. Quince Therapeutics’ common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market when markets open on June 30, 2026, under the same ticker symbol QNCX.

How will Quince Therapeutics handle fractional shares from the reverse split?

Stockholders who would otherwise receive fractional shares from the 1-for-20 reverse split will receive cash instead. This approach means investors end up with whole-number share positions only, while maintaining their overall economic interest in the company as closely as practicable.

Will Quince Therapeutics’ reverse stock split change stockholder rights or ticker symbol?

The company states the reverse stock split will not modify the rights or preferences of its common stock. Quince’s shares will continue trading under the symbol QNCX, but will have a new CUSIP number 22053A305 once trading begins on a split-adjusted basis on June 30, 2026.

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

All stock options and warrants outstanding immediately before the reverse split are proportionally adjusted to reflect the 1-for-20 ratio. This keeps the economic value of these instruments aligned with the post-split share count while preserving their underlying contractual terms as adjusted.

Filing Exhibits & Attachments

4 documents

Other Documents