---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-228133"
form_type: "8-K"
ticker: "QNCX"
cik: "0001662774"
company_name: "Quince Therapeutics, Inc."
filed_at: "2026-05-18T13:33:34+00:00"
generated_at: "2026-05-18T13:37:27.384581+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Quince acquires Orphai in reverse merger; raises $115M PIPE; appoints Dr. Roberts

## Summary
- Acquisition closed May 18; Quince issued 3.26M shares and 67K Series C Preferred to Orphai holders.
- Pre-transaction Quince holders will own ~6.9% post-financing; new Investors hold ~61.2%.
- PIPE of $115M via sale of Series C Preferred and warrants; warrants could add ~$72M.
- Dr. Brigette Roberts appointed to Board and as Chief of Corporate Affairs; salary $600K.
- Retention bonuses of $700K for CEO Dirk Thye and $500K for COO Brendan Hannah, contingent on stockholder approval.

## SEC filing metadata
- accession: 0001193125-26-228133
- form_type: 8-K
- ticker: QNCX
- cik: 0001662774
- company_name: Quince Therapeutics, Inc.
- filed_at: 2026-05-18T13:33:34+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 5.03, 2.01, 3.02, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1662774/000119312526228133/0001193125-26-228133-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1662774/000119312526228133/d109149d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-228133
- JSON: https://secwatch.observer/filing/0001193125-26-228133.json
- Plain text: https://secwatch.observer/filing/0001193125-26-228133.txt

## Key facts
- Executive change
  Brigette Roberts was appointed as Director at Quince Therapeutics, Inc..
  - Action: appointed
  - Role: Director
  source text: Brigette Roberts, M.D., was appointed to the Board as a Class III director.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1662774/000119312526228133/0001193125-26-228133-index.htm
- Executive change
  Brigette Roberts was appointed as Chief of Corporate Affairs at Quince Therapeutics, Inc..
  - Action: appointed
  - Role: Chief of Corporate Affairs
  source text: Dr. Roberts was also appointed as the Chief of Corporate Affairs of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1662774/000119312526228133/0001193125-26-228133-index.htm
- Governance Changes
  Quince Therapeutics, Inc.: Filed Certificate of Designation creating Series C Preferred Stock (effective 2026-05-18).
  - Change: charter amendment
  - Effective: 2026-05-18
  source text: On May 18, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock (the " Certificate of Designation ") in connection with the Acquisition and the Financing referenced in Item 1.01 above.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1662774/000119312526228133/0001193125-26-228133-index.htm
- M&A Transactions
  Quince Therapeutics, Inc. completed an acquisition involving Orphai Therapeutics, LLC and Orphai Holdings Therapeutics, Inc. (closed 2026-05-18).
  - Action: acquisition
  - Counterparty: Orphai Therapeutics, LLC and Orphai Holdings Therapeutics, Inc.
  - Closing: 2026-05-18
  source text: On May 18, 2026, the Company completed its acquisition of the Orphai Entities.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1662774/000119312526228133/0001193125-26-228133-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.