[D] Quince Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering $13.698 million of Market-Linked Securities tied to the EURO STOXX 50® Index (SX5E) maturing on 30 June 2028. Each $1,000 note provides:

• 122% leveraged upside: at maturity investors receive principal plus 1.22× any positive index return.
• 25% fixed buffer: full principal is repaid if the index falls ≤25% from the 5,325.64 starting level (threshold 3,994.23).
• Downside exposure beyond buffer: losses match index declines below the threshold, capped at a 75% maximum loss; worst-case redemption is $250 per note.
• No coupons, no dividends, no listing; the securities are designed to be held to maturity and carry JPMorgan Financial/JPMorgan Chase & Co. credit risk.

Pricing & distribution: Issue price $1,000; selling commission $28.25 (2.825%); net proceeds $971.75. Wells Fargo Securities (agent) may share concessions with dealers and receive distribution expense fees. JPMS may pay additional $2.00 per note to selected dealers.

Estimated value set on the 27 June 2025 pricing date is $963.60, reflecting JPMorgan’s internal funding rate and hedging costs; therefore the offering premium over estimated value is roughly 3.78%. Secondary market bids will likely be below issue price and could be unavailable.

Key risks disclosed: potential loss of up to 75% of principal; issuer and guarantor credit risk; illiquidity; conflicts of interest in pricing and hedging; estimated value derived from internal models; uncertain U.S. tax treatment; exposure to non-U.S. equities without FX adjustment.

Target investors are those seeking equity-linked upside with partial downside buffer who can forgo income, tolerate credit and market risk, and hold to maturity.

Positive

• 122% upside participation enhances returns relative to direct index exposure.
• 25% fixed buffer protects capital against moderate market declines.
• Guarantee by JPMorgan Chase & Co. provides investment-grade credit backing.
• Short 3-year tenor limits long-term credit and market exposure.

Negative

• Potential 75% principal loss if the index falls more than 25%.
• No interest, dividends or voting rights; investors sacrifice income.
• Illiquid—no exchange listing; resale depends on dealer willingness.
• Issue price exceeds estimated value by ≈$36, embedding fees and hedging costs.
• Credit risk of both JPMorgan Financial and JPMorgan Chase & Co.
• Complex tax treatment and uncertain future IRS guidance.

Insights

Structured Products Analyst

TL;DR: 122% upside vs. 25% buffer offers levered equity exposure but at the cost of illiquidity, credit risk and a 3.8% issue premium.

The note delivers an attractive 1.22 participation on SX5E gains and a meaningful 25% cushion on moderate declines. However, the investor sacrifices dividends (~3–4% yield on the index) and accepts open-ended downside to −75%. The internal valuation of $963.60 vs. the $1,000 purchase price embeds roughly $36 of fees/hedging costs, which must be recaptured through index appreciation of about 3%. Liquidity is dealer-driven; spreads could widen in stress. Credit exposure to JPMorgan is low-investment-grade but not negligible over three years. For sophisticated portfolios seeking tactical Eurozone equity upside with limited capital at risk, the structure can complement traditional holdings, yet it should not substitute for a core allocation.

Multi-Asset Portfolio Manager

TL;DR: Balanced payoff skew; positive convexity up to 25% drawdown, but opportunity cost and funding premium dilute appeal.

At portfolio level, the note behaves like a bull call spread financed by short put with 25% strike, overlaying JPM credit. Relative to owning SX5E futures plus a 75% put, investors forego dividends and pay embedded funding spreads; implied vol and funding costs make the 122% participation achievable but not extraordinary. The 3-year tenor reduces path risk, yet mark-to-market could be volatile and exit options limited. Considering the modest $13.7 million size, execution impact is minimal. I classify the risk/return profile as neutral: attractive if one already forecasts >10% Eurozone equity upside, inappropriate for income or capital-preservation mandates.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001662774

Cortexyme, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Quince Therapeutics, Inc.

Jurisdiction of Incorporation/Organization

CALIFORNIA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Quince Therapeutics, Inc.
Street Address 1		Street Address 2
611 GATEWAY BLVD., SUITE 273
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SOUTH SAN FRANCISCO	CALIFORNIA	94080	(415) 910-5717

3. Related Persons

Last Name	First Name	Middle Name
Thye	Dirk
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ryan	Charles
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lamond	David
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McLoughlin	Margi
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Senner	Christopher
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Benatti	Luca
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Patni	Rajiv
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bray	June
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ryan	Una
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hannah	Brendan
Street Address 1	Street Address 2
611 Gateway Boulevard	Suite 273
City	State/Province/Country	ZIP/PostalCode
South San Francisco	CALIFORNIA	94080

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Citizens JMP Securities, LLC	22208
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
450 Park Avenue, Suite 600
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA ILLINOIS MARYLAND MASSACHUSETTS NEVADA NEW YORK OREGON TENNESSEE TEXAS WASHINGTON

13. Offering and Sales Amounts

Total Offering Amount	$21,896,618	USD	or Indefinite
Total Amount Sold	$11,488,304	USD
Total Remaining to be Sold	$10,408,314	USD	or Indefinite

Clarification of Response (if Necessary):

Offering amount includes (a) gross proceeds from sale of shares of common stock, pre-funded warrants and common warrants and (b) an aggregate gross proceeds that may be received in the future upon the cash exercise in full of the warrants.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$689,299	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Quince Therapeutics, Inc.	/s/ Brendan Hannah	Brendan Hannah	Chief Business Officer	2025-07-01

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the upside participation rate on the JPMorgan EURO STOXX 50® Market-Linked Securities?

The notes credit 122% of any positive index return at maturity.

How much downside protection does the 2028 security provide?

There is a 25% buffer; losses begin only if the index falls more than 25% from the 5,325.64 starting level.

What is the maximum loss an investor can incur?

If the index falls to zero, the redemption is $250, representing a 75% maximum loss of principal.

Why is the estimated value ($963.60) lower than the $1,000 offering price?

The gap reflects selling commissions, hedging costs and JPMorgan’s internal funding spread embedded in the issue price.

Will the securities pay interest or dividends before maturity?

No. The notes pay no periodic interest and do not pass through index dividends.

Can the notes be sold before June 30 2028?

They are not exchange-listed; any sale depends on dealer bids and may be at a significant discount.

Who bears the credit risk for payments on these securities?

Payments rely on JPMorgan Chase Financial Company LLC as issuer and are fully guaranteed by JPMorgan Chase & Co.