Cormorant Asset Management (QNCX) reports 9.99% Quince Therapeutics stake via convertibles

Rhea-AI Filing Summary

Cormorant Asset Management, LP and Bihua Chen report beneficial ownership of Quince Therapeutics, Inc. common stock. They report beneficial ownership of 108,029 shares of common stock, representing 9.99% of the class, with shared voting and dispositive power over all reported shares.

The ownership relates to common stock issuable upon conversion or exercise of various instruments described as Acquisition Conversion Shares, Acquisition Warrant Conversion Shares, Private Placement Conversion Shares, and Private Placement Warrant Conversion Shares, collectively the Convertible Shares and Warrants. These securities are subject to a 9.99% beneficial ownership limitation on exercise. Cormorant-related funds in total hold 5,498 shares of common stock and Convertible Shares and Warrants to purchase up to 1,057,426 shares, but the limitation caps reportable ownership at 9.99%, based on approximately 977,963 shares of common stock outstanding after a reverse stock split.

Key Figures

Beneficially owned shares: 108,029 shares Percent of class owned: 9.99% Shares outstanding baseline: 977,963 shares +3 more

6 metrics

Beneficially owned shares 108,029 shares Shares of Quince Therapeutics common stock reported as beneficially owned by the Reporting Persons

Percent of class owned 9.99% Portion of Quince Therapeutics common stock class beneficially owned by the Reporting Persons

Shares outstanding baseline 977,963 shares Approximate Quince Therapeutics common shares outstanding after the Reverse Stock Split

Direct common shares held 5,498 shares Shares of Quince common stock held by the Reporting Persons outside of the Convertible Shares and Warrants

Underlying convertible capacity 1,057,426 shares Quince common shares underlying the Convertible Shares and Warrants held by the Reporting Persons

Beneficial ownership limit 9.99% Maximum ownership allowed before further exercise of Convertible Shares and Warrants is restricted

Key Terms

Convertible Shares and Warrants, beneficial owner, Reverse Stock Split, beneficial ownership limitation, +1 more

5 terms

Convertible Shares and Warrants financial

"The Reporting Persons' holdings reported herein reflect shares of common stock issuable upon the conversion/exercise of Acquisition Conversion Shares, Acquisition Warrant Conversion Shares, Private Placement Conversion Shares, and Private Placement Warrant Conversion Shares ... (collectively, the "Convertible Shares and Warrants");"

beneficial owner regulatory

"The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Reverse Stock Split financial

"based upon a statement in a Current Report on Form 8-K filed by the Issuer on June 26, 2026 reporting that immediately after the Reverse Stock Split becomes effective, there will be approximately 977,963 shares of common stock issued and outstanding."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

beneficial ownership limitation regulatory

"provided that the Convertible Shares and Warrants may not be exercised if such exercise would cause the holder, together with its affiliates, to beneficially own in excess of 9.99% of the number of shares"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

investment adviser financial

"Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"),"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

How many Quince Therapeutics (QNCX) shares do Cormorant and Bihua Chen report owning?

Cormorant Asset Management and Bihua Chen report beneficial ownership of 108,029 shares of Quince Therapeutics common stock, representing 9.99% of the outstanding class, with shared voting and dispositive power over all these shares.

What percentage of Quince Therapeutics (QNCX) does Cormorant Asset Management beneficially own?

Cormorant Asset Management and Bihua Chen report beneficial ownership of 9.99% of Quince Therapeutics common stock. This percentage is based on approximately 977,963 shares outstanding, as reported after a reverse stock split in a June 26, 2026 Current Report on Form 8-K.

What securities give rise to Cormorant’s Quince Therapeutics (QNCX) position?

The reported position arises from Convertible Shares and Warrants, including Acquisition and Private Placement conversion shares and warrants. These instruments are exercisable into Quince common stock but are subject to a 9.99% beneficial ownership limitation on exercise.

How many Quince Therapeutics (QNCX) shares could Cormorant acquire through its convertible securities?

Cormorant-related funds hold 5,498 shares of Quince common stock and Convertible Shares and Warrants to purchase up to 1,057,426 shares, subject to the 9.99% beneficial ownership limitation, which restricts how many can be exercised at any one time.

Who are the reporting persons in this Quince Therapeutics (QNCX) Schedule 13G?

The reporting persons are Cormorant Asset Management, LP, a Delaware limited partnership and investment adviser to certain funds, and Bihua Chen. Both report shared voting and dispositive power over 108,029 shares of Quince Therapeutics common stock.

What is the ownership cap described in the Quince Therapeutics (QNCX) filing?

The Convertible Shares and Warrants include a 9.99% beneficial ownership limitation. They may not be exercised if doing so would cause the holder, together with its affiliates, to own more than 9.99% of Quince’s outstanding common stock at that time.

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Available on EDGAR 08/14/2026 - 02:05 PM Accepted by SEC EDGAR 08/14/2026 - 02:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Quince Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

22053A305

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 22053A305

1

Names of Reporting Persons

Cormorant Asset Management, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 108,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 108,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

108,029.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 22053A305

1

Names of Reporting Persons

Bihua Chen

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 108,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 108,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

108,029.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Quince Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 611 Gateway Blvd, Suite 273, South San Francisco, CA 94080
Item 2.
(a)	Name of person filing: Cormorant Asset Management, LP Bihua Chen This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
(b)	Address or principal business office or, if none, residence: 200 Clarendon Street, 50th Floor Boston, MA 02116
(c)	Citizenship: Cormorant Asset Management, LP - Delaware Bihua Chen - United States
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP Number(s): 22053A305
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 108,029
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 108,029
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 108,029 The Reporting Persons' holdings reported herein reflect shares of common stock of the Issuer ("Common Stock") issuable upon the conversion/exercise of Acquisition Conversion Shares, Acquisition Warrant Conversion Shares, Private Placement Conversion Shares, and Private Placement Warrant Conversion Shares as they are defined in the in a Current Report on Form 8-K filed by the Issuer on June 26, 2026 (collectively, the "Convertible Shares and Warrants"); provided that the Convertible Shares and Warrants may not be exercised if such exercise would cause the holder, together with its affiliates, to beneficially own in excess of 9.99% of the number of shares of the Issuer's Common Stock then outstanding. The Reporting Persons are the beneficial owners of 5,498 shares of Common Stock and hold Convertible Shares and Warrants to purchase up to 1,057,426 shares of Common Stock, subject to the limitation on exercise. If not for such limitation on exercise, the Reporting Persons would beneficially own in excess of 9.99% of the Issuer's Common Stock. The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in a Current Report on Form 8-K filed by the Issuer on June 26, 2026 reporting that immediately after the Reverse Stock Split becomes effective, there will be approximately 977,963 shares of common stock issued and outstanding.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The Cormorant Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Cormorant Global Healthcare Master Fund, LP and Cormorant Private Healthcare Fund VI, LP, both Cormorant Funds, have the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cormorant Asset Management, LP

Signature:	/s/ Bihua Chen
Name/Title:	Bihua Chen, Managing Member
Date:	08/14/2026

Bihua Chen

Signature:	/s/ Bihua Chen
Name/Title:	Bihua Chen
Date:	08/14/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2026 Cormorant Asset Management, LP By: Cormorant Asset Management GP, LLC its General Partner By: /s/ Bihua Chen Bihua Chen, Managing Member Bihua Chen By: /s/ Bihua Chen Bihua Chen