Quince Therapeutics (QNCX) updates S-3 shelf with legal opinion and $498K in costs

Rhea-AI Filing Summary

Quince Therapeutics, Inc. filed Amendment No. 1 to its Form S-3 registration statement primarily to add a legal opinion as Exhibit 5.1, leaving the substantive terms of the existing shelf registration unchanged. The amendment includes an updated Part II with an itemized estimate of offering-related expenses totaling $498,600, including a $38,600 SEC registration fee, legal, accounting, printing, and transfer agent costs, which will be borne by the company rather than the selling stockholders.

The company restates its Delaware-law–based indemnification and liability-limitation protections for directors and officers, and confirms standard SEC shelf undertakings regarding post-effective amendments, incorporation by reference, and treatment of indemnification for Securities Act liabilities. The filing is executed on behalf of Quince by Chief Executive Officer and Chief Medical Officer Dirk Thye, M.D., with a power of attorney authorizing designated officers to sign future amendments.

Filing Explained

The shelf remains pending; this amendment does not itself make shares effective, issue them, or record a resale.

The registration statement remains in a pre-effectiveness state: Quince says effectiveness is delayed until a later amendment specifically states it or the SEC determines the effective date.

This amendment does not disclose a completed offering, issuance, resale, or proceeds receipt, so it creates no stated immediate ownership change for existing common holders.

An S-3 provides capacity for future registered sales, but filing it does not sell shares; the amendment changes the registration record rather than completing a transaction.

The next state marker is a later effectiveness filing or SEC determination; any later takedown's final size, price, and fees would be stated in a prospectus supplement.

Key Figures

SEC registration fee: $38,600 Printing expenses: $100,000 Legal fees and expenses: $300,000 +3 more

6 metrics

SEC registration fee $38,600 Estimated SEC fee related to securities registered on the Form S-3 shelf

Printing expenses $100,000 Estimated printing costs associated with the shelf registration

Legal fees and expenses $300,000 Estimated legal fees for the registration, including opinion work

Accounting fees and expenses $50,000 Estimated accounting fees tied to the registered securities

Transfer agent $10,000 Estimated transfer agent costs for the registered securities

Total estimated offering expenses $498,600 Sum of estimated registration, legal, accounting, printing, and transfer agent expenses

Key Terms

indemnification agreements, Section 145 of the Delaware General Corporation Law, Section 102(b)(7) of the Delaware General Corporation Law, Registration Rights Agreement, +1 more

5 terms

indemnification agreements regulatory

"We have entered into indemnification agreements with each of our current directors and executive officers."

Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.

Section 145 of the Delaware General Corporation Law regulatory

"Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers..."

Section 102(b)(7) of the Delaware General Corporation Law regulatory

"Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation..."

Registration Rights Agreement financial

"Form of Registration Rights Agreement, dated June 12, 2025, by and among Quince Therapeutics, Inc. and each of the several purchasers..."

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.

Rule 430B regulatory

"Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B..."

Offering Details

shelf

Offering

Offering Type shelf

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FAQ

What is Quince Therapeutics, Inc. (QNCX) changing with Amendment No. 1 to its Form S-3?

Quince Therapeutics is filing Amendment No. 1 to its Form S-3 solely to add Exhibit 5.1, a legal opinion from Cooley LLP. The amendment leaves the rest of the existing shelf registration statement unchanged and focuses on technical Part II and exhibit updates.

How much in offering-related expenses does Quince Therapeutics (QNCX) estimate under this S-3 amendment?

Quince Therapeutics estimates total offering-related expenses of $498,600. This includes a $38,600 SEC registration fee, $300,000 in legal fees, $100,000 in printing, $50,000 in accounting fees, and $10,000 for transfer agent services.

Who bears the registration and offering expenses in Quince Therapeutics’ (QNCX) S-3 filing?

The company states that it will bear all listed registration and offering expenses, including the $38,600 SEC fee and related professional costs. The selling stockholders will not bear any portion of these expenses, aside from any underwriting discounts or commissions.

What indemnification protections does Quince Therapeutics (QNCX) provide its directors and officers?

Quince has indemnification agreements with current directors and executive officers and plans similar agreements with future ones. Consistent with Delaware law, it indemnifies them to the fullest extent permitted and advances expenses, subject to Securities Act public-policy limits noted in the undertaking language.

Who signed Quince Therapeutics’ (QNCX) S-3 Amendment No. 1 and what authority was granted?

The amendment is signed on behalf of Quince by Dirk Thye, M.D., Chief Executive Officer and Chief Medical Officer. A power of attorney authorizes Dr. Thye and Brendan Hannah to sign future amendments and related filings for all listed officers and directors.

Which key exhibits are associated with Quince Therapeutics’ (QNCX) S-3 amendment?

Key exhibits include the Agreement and Plan of Merger with Orphai entities, various charter and bylaw documents, forms of warrants and registration rights agreements, the new Exhibit 5.1 legal opinion, and auditor consents from BDO USA, P.C. and Deloitte & Touche LLP.

As filed with the Securities and Exchange Commission on August 5, 2026

Registration No. 333-297903

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Quince Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		90-1024039
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

611 Gateway Boulevard, Suite 273

South San Francisco, CA 94080

(415) 910-5717

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dirk Thye

Chief Executive Officer

Quince Therapeutics, Inc.

611 Gateway Boulevard, Suite 273

South San Francisco, CA 94080

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Madison A. Jones

Ariel Rom

Rama Padmanabhan

Rita Sobral

Cooley LLP

1299 Pennsylvania Avenue, NW, Suite 700

Washington, DC 20004

(202) 842-7800

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering: ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I. D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Quince Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 to its registration statement on Form S-3 (File No. 333-297903) (the “Registration Statement”) for the sole purpose of filing Exhibit 5.1. Accordingly, this Amendment No. 1 consists solely of the cover page, this explanatory note, Part II of the Registration Statement, Exhibit 5.1 and the signature pages. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment No. 1 filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder on Form S-3 (other than underwriting discounts and commissions, if any) are set forth below. The Selling Stockholders will not bear any portion of such expenses. Each item listed is estimated, except for the SEC registration fee:

SEC registration fee		$	38,600
Printing expenses			100,000
Legal fees and expenses			300,000
Accounting fees and expenses			50,000
Transfer agent			10,000
Total		$	498,600

Item 15. Indemnification of Officers and Directors

We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Our amended and restated bylaws provide for indemnification by the registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Our amended and restated certificate of incorporation provides for such limitation of liability.

We maintain standard policies of insurance under which coverage is provided (a) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments we may make to our officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

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Item 16. 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. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on May 18, 2026).
4.1**		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on May 13, 2019).
4.2**		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Quince Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on August 1, 2022).
4.3**		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Quince Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on April 9, 2026).
4.4**		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Quince Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on June 26, 2026).
4.5**		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on August 1, 2022).
4.6**		Amendment to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-38890), filed with the SEC on April 10, 2026).
4.7**		Certificate of Designation of Series C Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on May 18, 2026).
4.8**		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on June 13, 2025).
4.9**		Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on June 13, 2025).
4.10**		Form of Warrant to Purchase Series C Non-Voting Convertible Preferred Stock or Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on May 18, 2026).
4.11**		Form of Registration Rights Agreement, dated June  12, 2025, by and among Quince Therapeutics, Inc. and each of the several purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on June 13, 2025.
4.12†**		Form of Registration Rights Agreement, by and among Quince Therapeutics, Inc. and certain investors signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38890), filed with the SEC on May 18, 2026).
5.1*		Opinion of Cooley LLP.
23.1**		Consent of BDO USA, P.C., independent registered public accounting firm for Quince Therapeutics, Inc.

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Exhibit Number		Description
23.2**		Consent of Deloitte & Touche LLP, independent registered public accounting firm for Orphai Therapeutics, LLC
23.3*		Consent of Cooley LLP (included in Exhibit 5.1).
24.1**		Power of Attorney (including on signature page of this Registration Statement)
107**		Filing Fee Table.

† Certain schedules, annexes and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule, annex or attachment to the SEC upon request.

* Filed herewith.

** Previously Filed.

Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Filing Fee Table” in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that subparagraphs (i), (ii), and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California, on August 5, 2026.

QUINCE THERAPEUTICS, INC.
By:		/s/ Dirk Thye, M.D.
		Dirk Thye, M.D.
		Chief Executive Officer and
		Chief Medical Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dirk Thye and Brendan Hannah, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and generally to do all such things in his or her name and behalf in his or her capacity as officers and directors to enable the Company to comply with the provisions of the Securities Act and all requirements of the SEC, granting unto said attorneys-in-fact, proxies and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Dirk Thye, M.D. Dirk Thye, M.D.		Chief Executive Officer, Chief Medical Officer and Director (Principal Executive Officer)		August 5, 2026
* Brendan Hannah		Chief Business Officer and Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer)		August 5, 2026
* David A. Lamond		Director		August 5, 2026
* June Bray		Director		August 5, 2026
* Brigette Roberts, M.D.		Chief of Corporate Affairs and Director		August 5, 2026
* Christopher J. Senner		Director		August 5, 2026

*By:		/s/ Dirk Thye, M.D.
		Dirk Thye, M.D.
		Attorney-in-fact

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