Quince Therapeutics Schedules Special Meeting to Approve Series C Conversion

What Happened

• Quince Therapeutics, Inc. filed an 8-K on August 17, 2026 announcing a planned special meeting of stockholders to approve the issuance of common stock upon conversion of its Series C Non‑Voting Convertible Preferred Stock and upon exercise of related warrants and options.
• The company filed unaudited pro forma condensed consolidated financial information as of June 30, 2026 (Exhibit 99.1) showing the historical financial position adjusted to reflect the planned conversion. The company notes the pro forma information is illustrative and may not reflect actual post‑conversion results. The company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 was filed August 14, 2026; the Preliminary Proxy Statement was filed July 31, 2026.

Key Details

• The proposal would authorize issuance of common shares upon conversion/exercise that would: (a) represent more than 20% of common shares outstanding under Nasdaq Listing Rule 5635(a), and (b) could, along with certain management and board changes, result in a change of control under Nasdaq Listing Rule 5635(b).
• The meeting will also seek approval under Nasdaq Listing Rule 5635(d) for issuance of common shares upon conversion/exercise of Series C and warrants issued in the company’s May 2026 private placement.
• Unaudited pro forma condensed consolidated financial information is presented as of June 30, 2026 and is derived from the quarter’s historical unaudited statements with adjustments for the conversion; the company warns these assumptions are preliminary and do not reflect all expected costs.

Why It Matters

• For investors this is primarily about potential dilution and governance: issuance of shares representing more than 20% of outstanding common stock is material and could change voting power or control.
• The pro forma financials give a view of how the balance sheet and share count might look after conversion but are not guaranteed—actual financial condition may differ and additional costs may apply.
• Shareholders should review the company’s Preliminary Proxy, the pro forma Exhibit 99.1 and the August 14, 2026 Form 10‑Q before voting at the special meeting.