# Quince Therapeutics, Inc. (QNCX) — merger [pending]
Source: sec.gov · situation sit_7081945fd1c80e0423e7 · public 4195055862884724114 · retrieved 2026-08-20T14:12:43.560Z

## Overview
Quince Therapeutics, Inc. is a biopharmaceutical company that develops biological products; it acquired Orphai Therapeutics to expand its therapeutic pipeline.

On May 18, 2026, Quince Therapeutics, Inc. acquired Orphai Therapeutics, LLC (a subsidiary of Orphai Holdings Therapeutics, Inc.) pursuant to a merger agreement dated May 17, 2026. In connection with the acquisition, Quince issued 67,101.235 shares of Series C Non-Voting Convertible Preferred Stock to Orphai stockholders, convertible into 3,489,281 shares of common stock on an as-converted basis. Concurrently, Quince entered into a Securities Purchase Agreement with new and returning investors, issuing 144,200.633 shares of Series C Preferred Stock at $797.50 per share and warrants to purchase 72,100.322 shares of Series C Preferred Stock at $996.90 per share, for aggregate upfront gross proceeds of approximately $115 million, with up to an additional approximately $72 million upon warrant exercise. The financing closed on May 21, 2026.

## Terms
- Counterparty: Orphai Holdings Therapeutics, Inc. · Deal value: $115.0M · Consideration: mixed · Price/share: $797.5

## Key dates
- Announced 2026-08-17

## Timeline
- 2026-08-17 · 8-K (0001193125-26-353141): 8-K - Quince Therapeutics, Inc. — *Quince Therapeutics, Inc. is a biopharmaceutical company that develops biological products; it acquired Orphai Therapeutics to expand its therapeutic pipeline.* On May 18, 2026, Quince Therapeutics, Inc. acquired Orphai Therapeutics, LLC (a subsidiary of Orphai Holdings Therapeutics, Inc.) pursuant to a merger agreement dated May 17, 2026. In connection with the acquisition, Quince issued 67,101.235 shares of Series C Non-Voting Convertible Preferred Stock to Orphai stockholders, convertible into 3,489,281 shares of common stock on an as-converted basis. Concurrently, Quince entered into a Securities Purchase Agreement with new and returning investors, issuing 144,200.633 shares of Series C Preferred Stock at $797.50 per share and warrants to purchase 72,100.322 shares of Series C Preferred Stock at $996.90 per share, for aggregate upfront gross proceeds of approximately $115 million, with up to an additional approximately $72 million upon warrant exercise. The financing closed on May 21, 2026.
  https://www.sec.gov/Archives/edgar/data/1662774/0001193125-26-353141.txt

## Citations
- 0001193125-26-353141 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526353141