Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 31, 2026, Quince Therapeutics, Inc. (the “Company”) received a written notification (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company’s stockholders’ equity was ($35,324,000), and therefore, the Company was not…

President — Charles Ryan: The President is departing with severance benefits, representing the loss of a senior executive without a named successor in the filing.

Other Events Quince Therapeutics, Inc. (the “Company”) is planning to hold a special meeting of stockholders (the “Special Meeting”), at which stockholders will be asked to approve, among other things, (i) the issuance of shares of the Company’s common stock, par value $0.001 per share (the “common stock”), upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) and exercise of warrants to purchase shares of…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such filing.

Chief Executive Officer and Chief Medical Officer, Director (Dirk Thye); Chief Operating Officer, Chief Business Officer and Chief Compliance Officer (Brendan Hannah) — Dirk Thye, Brendan Hannah: Conditional resignations contingent upon the approval of certain proposals by stockholders.

Other Events The information set forth in the “Business Section of the Company” reflecting the business of the Company following the acquisition of Orphai is attached hereto as Exhibit 99.4 and incorporated herein by reference. The information regarding the risks associated with the business and operations of the Company following the acquisition of Orphai set forth in the “Risk Factors of the Company” is attached hereto as Exhibit 99.5 and incorporated herein by reference.

Material Modification to Rights of Security Holders As previously disclosed, on June 11, 2026, at the 2026 Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the implementation of a reverse stock split at a ratio ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100) with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion…

Material Modification to Rights of Security Holders As previously disclosed, on June 11, 2026, at the 20256Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the implementation of a reverse stock split at a ratio ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100) with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion…

Chief of Corporate Affairs and Director — Brigette Roberts, M.D.: Dr. Brigette Roberts was appointed as a Director and Chief of Corporate Affairs following the Merger Agreement.

The PIPE Securities, Merger Shares, and shares of Series C Preferred Stock and Financing Warrants issued pursuant to the Merger Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or f…

by reference. Shares of Common Stock held by stockholders of Quince immediately prior to the effective time of the Acquisition (the “ Effective Time ”) remain outstanding and unaffected by the Merger. Immediately following the consummation of the Acquisition but prior to giving effect to the Financing (as defined below), pre-transaction equityholders of the Company hold approximately 17.8% of the shares of Common Stock and former equityholders of HoldCo and Orphai hold approximately 82.2% of…

Completion of Acquisition or Disposition of Assets. On May 18, 2026, the Company completed its acquisition of the Orphai Entities. The information contained in

Director — June Bray: Appointment of June Bray as a new Class I director.

Material Modification to Rights of Security Holders As previously disclosed, on June 4, 2025, at the 2025 Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the implementation of a reverse stock split at a ratio of 1-for-10 with such reverse stock split to be effected at such time and date, as determined by the Company’s board of directors in its sole discretion (the “Reverse Stock Split”) and a form of certificate of amendment to…

Termination of a Material Definitive Agreement As previously disclosed, Quince Therapeutics, Inc. (the “Company”), Quince Therapeutics S.p.A. (the “Borrower”), the European Investment Bank (the “EIB”) and other parties named therein previously entered into a finance contract dated July 24, 2020 (as amended and restated, the “Finance Contract”) and a related guarantee agreement in connection with the Finance Contract (the “Guarantee Agreement,” together with the Finance Contract, the “Finance…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Minimum Bid Price Requirement On March 16, 2026, Quince Therapeutics, Inc. (the “Company”) received a notice (the “Bid Price Notice”) from the Nasdaq Listing Qualifications department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the closing bid price of the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share requ…

Strategic Alternatives On February 9, 2026, we engaged LifeSci Capital as our exclusive financial advisor to assist in restructuring activities and an evaluation of strategic alternatives aimed at maximizing shareholder value. Based on our initial evaluation, we plan to focus our efforts with respect to strategic alternatives, including effecting a reverse merger. We do not currently have any agreements or commitments to effect any such transactions and may not be able to execute such transac…

Results of Operations and Financial Condition. As of December 31, 2025, Quince Therapeutics, Inc. (the “Company” or “we”) had approximately $5.8 million of cash and cash equivalents and $11.9 million of short-term investments, and $16.4 million outstanding on its unsecured line of credit between Quince Therapeutics, S.p.A and the European Investment Bank (the “EIB Loan”). The foregoing estimates are preliminary and unaudited and reflects the Company’s preliminary estimates with respect to its…

Director — Rajiv Patni, Luca Benatti, Margi McLoughlin, Una Ryan, June Bray: Five directors resigned from the Board of Directors without any disagreement.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such filing.

by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUINCE THERAPEUTICS, INC. Date: September 26, 2025 By: /s/ Dirk Thye Name: Dirk Thye Title: Chief Executive Officer and Chief Medical Officer

Entry into a Material Definitive Agreement. Previously, on October 20, 2024, Quince Therapeutics, Inc. (the “Company”), entered into an Accession, Amendment, and Restatement Agreement to the Finance Contract dated July 24, 2020, by and between the Company, EryDel Italy, Inc., EryDel US, Inc., EryDel USA, Inc., EryDel S.p.A., and the European Investment Bank, in respect of an unsecured credit facility (the “EIB Facility”). On September 25, 2025, the Company entered into an amendment to the EIB…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such filing.

Entry Into a Material Definitive Agreement. Securities Purchase Agreement On June 12, 2025, Quince Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with certain institutional investors (the “Investors”) and certain members of the Company’s management (together with the Investors, the “Purchasers”) whereby the Company will issue and sell to the Purchasers in a private placement (the “Private Placement”): (i) 6,671,928 shares…

Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registrati…