[SCHEDULE 13G] Quince Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Quince Therapeutics, Inc. Schedule 13G filed by Nantahala Capital Management, LLC and two individuals reports collective beneficial ownership of 4,765,862 shares, representing 9.99% of outstanding common stock as of June 30, 2025. The reported holdings include 2,237,562 shares that the reporting persons may acquire within 60 days through the exercise of warrants. Nantahala and principals Wilmot B. Harkey and Daniel Mack report no sole voting or dispositive power but share voting and dispositive power over all reported shares. Blackwell Partners LLC - Series A, a fund advised by Nantahala, is identified as having rights to dividends or sale proceeds on more than 5% of the shares reported.

Insights

Securities Analyst

TL;DR: Nantahala reports a near-10% stake in QNCX, including warrants exercisable within 60 days, with shared voting/control but no sole voting power.

The filing discloses that Nantahala, an investment adviser, and its managing members each may be deemed beneficial owners of 4,765,862 shares, or 9.99% of Quince Therapeutics. The inclusion of 2,237,562 warrant-acquirable shares is material to calculating potential dilution and control thresholds. The reporting persons state shared voting and dispositive power only, indicating collective rather than unilateral control. The identification of Blackwell Partners LLC - Series A as a holder with dividend/sale proceeds rights clarifies that some voting influence arises through advised fund relationships. This is a routine 13G disclosure under passive/investment-adviser classification.

Corporate Governance Expert

TL;DR: Filing shows significant passive stake with shared authority; no indication of an intent to change control.

The Schedule 13G classification and the certification language state the securities are held in the ordinary course of business and not to influence control, consistent with an investment adviser filing. Shared voting and dispositive power across Nantahala and its principals implies governance influence is exercised collectively through the adviser structure rather than by an individual. The presence of exercisable warrants increases the effective economic exposure but the filing does not assert any plans to act as a control group. For investors, the disclosure clarifies ownership concentration near a 10% threshold.

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)

22053A107

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 22053A107

1

Names of Reporting Persons

Nantahala Capital Management, LLC

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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,765,862.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,765,862.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,765,862.00

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

SCHEDULE 13G

CUSIP No. 22053A107

1

Names of Reporting Persons

Wilmot B. Harkey

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 4,765,862.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,765,862.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,765,862.00

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

SCHEDULE 13G

CUSIP No. 22053A107

1

Names of Reporting Persons

Daniel Mack

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 4,765,862.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,765,862.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,765,862.00

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

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, CALIFORNIA, 94080
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 22053A107
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: As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 4,765,862 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 4,765,862 Shares includes 2,237,562 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 9.99% (2) Wilmot B. Harkey: 9.99% (3) Daniel Mack: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 4,765,862 Shares. (2) Wilmot B. Harkey: 4,765,862 Shares. (3) Daniel Mack: 4,765,862 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 4,765,862 Shares. (2) Wilmot B. Harkey: 4,765,862 Shares. (3) Daniel Mack: 4,765,862 Shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
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. BLACKWELL PARTNERS LLC - SERIES A, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/14/2025

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/14/2025

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/14/2025

FAQ

What stake does Nantahala report in Quince Therapeutics (QNCX)?

Nantahala reports beneficial ownership of 4,765,862 shares, representing 9.99% of QNCX outstanding common stock as of June 30, 2025.

How many of the reported QNCX shares are from exercisable warrants?

2,237,562 shares included in the reported total may be acquired within 60 days through the exercise of warrants.

Do the reporting persons have sole voting power over the QNCX shares?

No. The filing states 0 shares of sole voting power and 4,765,862 shares of shared voting power for each reporting person.

Is the filing made as a passive investor or with intent to influence control?

The filing is a Schedule 13G and includes a certification that the securities are held in the ordinary course of business and not to change or influence control.

Which fund advised by Nantahala is identified in the filing?

Blackwell Partners LLC - Series A is identified as having rights to receive dividends or sale proceeds on more than 5% of the shares reported.