Quince Therapeutics (QNCX) delays 2025 10-K after failed Phase 3; seeks 15-day extension

Rhea-AI Filing Summary

Quince Therapeutics, Inc. notified the SEC that it could not timely file its Annual Report on Form 10-K for the year ended December 31, 2025 because additional time is needed to complete accounting procedures and disclosures following recent headcount reductions and the negative Phase 3 clinical trial results. The company expects to file within the 15 calendar day extension permitted by Rule 12b-25.

Insights

Accounting/Financial Reporting Analyst

Late 10-K driven by accounting work after clinical setback and staff reductions.

The filing states that reduced headcount and accounting and strategic complexities arising from a Phase 3 study that did not meet its primary endpoint delayed the financial close and disclosure preparation. The company cites the need to complete accounting procedures and prepare required disclosures.

Timing: the company expects to use the 15 calendar day Rule 12b-25 extension. Future filings should confirm the final results and any quantified operational or cash impacts.

Clinical-Development/Strategy Advisor

Negative pivotal trial results prompted cost actions and strategic review.

The narrative describes an international Phase 3 trial whose primary endpoint measuring change on the Rescored modified International Cooperative Ataxia Rating Scale did not reach statistical significance, after which the company reduced staff and began exploring strategic options.

Key dependencies include outcomes of the strategic review and disclosures about program write-offs or restructuring in the upcoming 10-K.

Key Figures

Filing period end: December 31, 2025 Rule 12b-25 extension: 15 calendar days Notification date: April 1, 2026

3 metrics

Filing period end December 31, 2025 Annual Report period end

Rule 12b-25 extension 15 calendar days permitted extension to file the 10-K

Notification date April 1, 2026 date the Form 12b-25 was signed

Key Terms

Rule 12b-25, Rescored modified International Cooperative Ataxia Rating Scale, pivotal Phase 3 international, multicenter, randomized, double-blind, placebo-controlled study

3 terms

Rule 12b-25 regulatory

"expects to file the Annual Report within the extension period of fifteen calendar days permitted under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Rescored modified International Cooperative Ataxia Rating Scale medical

"primary endpoint ... using the Rescored modified International Cooperative Ataxia Rating Scale compared to placebo"

A rescored modified International Cooperative Ataxia Rating Scale is a clinical measurement that tracks changes in coordination, balance and movement problems caused by neurological conditions. It takes an existing standardized test, adjusts some items or scoring rules, and then rescales results so different visits or studies can be compared reliably—think of regrading and normalizing scores on a school exam. For investors, this matters because such a scale is used as a trial endpoint to show whether a drug or device meaningfully improves patient function, which directly affects regulatory decisions, market potential and valuation.

pivotal Phase 3 international, multicenter, randomized, double-blind, placebo-controlled study medical

"As previously disclosed, the Company’s pivotal Phase 3 international, multicenter, randomized, double-blind, placebo-controlled study ... did not reach statistical significance"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q

☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:      

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Quince Therapeutics, Inc.

Full Name of Registrant

Former Name if Applicable

611 Gateway Boulevard, Suite 273

Address of Principal Executive Office (Street and Number)

South San Francisco, California 94080

City, State and Zip Code

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

☒		(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
☐		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Quince Therapeutics, Inc. (the “Company”), was unable to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) within the prescribed time period as additional time is necessary to complete accounting procedures and prepare required disclosures, due to recent reductions in headcount and the impacts of the recently announced negative results of the Company’s Phase 3 clinical trial. As previously disclosed, the Company’s pivotal Phase 3 international, multicenter, randomized, double-blind, placebo-controlled study, the primary endpoint, which measured the change from baseline to last efficacy visit at month six using the Rescored modified International Cooperative Ataxia Rating Scale compared to placebo, did not reach statistical significance. As a result, the Company took actions to preserve cash, including reductions in staff, as it explores strategic options. The reduced headcount, combined with accounting and strategic complexities that arose from the Phase 3 study results, has delayed the Company’s normal financial close and disclosure preparation procedures. The Company currently expects to file the Annual Report within the extension period of fifteen calendar days permitted under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV

OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Brendan Hannah

(415)

910-5717

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Quince Therapeutics, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026

By:		/s/ Brendan Hannah
		Brendan Hannah
		Chief Business Officer, Chief Operating Officer, and Chief Compliance Officer

FAQ

Why did Quince Therapeutics (QNCX) file a Form 12b-25 notifying a late 10-K?

Quince states it needs more time to finish accounting procedures and disclosures after staff reductions and complexities tied to a failed Phase 3 trial. The company cites delays from reduced headcount and strategic issues following the clinical outcome.

When does Quince (QNCX) expect to file its 2025 Form 10-K?

The company expects to file the Annual Report within the 15 calendar day extension allowed by Rule 12b-25. This extension period begins from the original prescribed due date and permits a short additional filing window.

What caused the delay in Quince's (QNCX) financial close and disclosure preparation?

The filing cites recent reductions in headcount and accounting and strategic complexities that arose after the Phase 3 study did not meet its primary endpoint, which together delayed the company’s normal financial close processes.

What Phase 3 result did Quince (QNCX) disclose in the notification?

Quince disclosed that its pivotal international, multicenter, randomized, double-blind, placebo-controlled Phase 3 study did not achieve statistical significance on the primary endpoint using the Rescored modified International Cooperative Ataxia Rating Scale at month six.

Who signed Quince's Form 12b-25 and when?

The notification was signed by Brendan Hannah, Chief Business Officer, Chief Operating Officer, and Chief Compliance Officer, on April 1, 2026, certifying the late filing notice on the company's behalf.