{"success":true,"data":{"pressRelease":{"id":"37965","rtpr_id":"nGNX3nCqSF","ticker":"QNCX","exchange":"NASDAQ","all_tickers":["QNCX"],"title":"Quince Announces Acquisition of Orphai and up to $187 Million Private Placement to Advance Pulmonary Pipeline","author":"Globe Newswire","published_at":"2026-05-18T13:26:51.159Z","article_body":"* Acquisition includes LAM-001, an inhaled formulation of rapamycin for\nmultiple pulmonary diseases, including pulmonary hypertension associated with\ninterstitial lung disease (PH-ILD) and bronchiolitis obliterans syndrome post\nlung transplant (BOS)\n\n* $115 million in upfront financing with the potential to receive up to an\nadditional $72 million upon exercise of accompanying warrants\n* Upfront proceeds from the private placement and existing cash and cash\nequivalents at closing are expected to fund operations through the end of 2028\nand to support multiple expected milestones, including initiation of a Phase\n2b trial in PH-ILD with data anticipated in Q1 2028 and delivery of Phase 2\ndata in BOS in Q1 2027\n\n* Quince to host conference call and webcast today, May 18, 2026, at 10:00\na.m. ET\nSOUTH SAN FRANCISCO, Calif., May 18, 2026 (GLOBE NEWSWIRE) -- Quince\nTherapeutics, Inc. (Nasdaq: QNCX) announced it has acquired Orphai\nTherapeutics Inc., a clinical-stage biotechnology company. The acquisition\nbrings Orphai’s lead program LAM-001, an inhaled formulation of rapamycin\n(mTOR inhibitor), to treat rare pulmonary diseases, into Quince’s pipeline.\nNew Phase 2 data with LAM-001 were recently presented at the American Thoracic\nSociety (ATS) conference in Orlando and are detailed in a separate press\nrelease also announced today.\n\nConcurrent with the acquisition, Quince entered into a definitive agreement\nfor a private placement financing to raise up to $187 million in gross\nproceeds, which includes $115 million in upfront proceeds for the purchase of\nshares of Series C non-voting convertible preferred stock and up to an\nadditional approximately $72 million upon exercise of accompanying warrants,\nbefore deducting placement agent and other offering expenses. The financing\nwas led by Balyasny Asset Management and includes participation from leading\nhealthcare investors including Affinity Asset Advisors, LLC, Coastlands\nCapital, Columbia Threadneedle Investments, Cormorant Asset Management,\nEventide Asset Management, Foresite Capital, Janus Henderson Investors,\nLifeSci Venture Partners, Logos Capital, Perceptive Advisors, SilverArc\nCapital, Woodline Partners LP and other investors. Upfront proceeds from the\nfinancing together with existing cash and cash equivalents at closing, are\nexpected to support the advancement of LAM-001 through multiple clinical\nmilestones, including data from a Phase 2 clinical trial in BOS anticipated in\nthe first quarter of 2027, data from a planned Phase 2b study in PH-ILD\nanticipated in the first quarter of 2028 and data from a planned Phase 2 study\nin sarcoidosis associated PH (SAPH) anticipated in the fourth quarter of 2028.\n\n“We believe the new LAM-001 clinical data, combined with the caliber of the\nOrphai management team and high quality syndicate of investors in the PIPE,\nall reinforce the value of this transaction and highlight our strategy to\nbuild a focused, high-impact biotechnology company,” said Dirk Thye, CEO and\nCMO of Quince. “We also believe that Orphai’s differentiated LAM-001\nprogram coupled with a newly strengthened balance sheet enhances our ability\nto deliver meaningful value for both patients and stockholders.”\n\n“Despite recent advances in treatment, PH-ILD remains a progressive\ncondition characterized by declines in lung function and exercise capacity\nleading to hospitalization, lung transplantation and death,” said Brigette\nRoberts, MD, Chief Corporate Affairs Officer of Quince and former CEO of\nOrphai Therapeutics. “We are encouraged by the enthusiasm from the KOL\ncommunity for these initial data, driven by the magnitude of benefit seen and\nthe consistency across multiple measures of patient benefit. We look forward\nto advancing LAM-001 into a Phase 2b trial in PH-ILD as well as to progressing\nthe program in multiple additional pulmonary indications of major unmet\nmedical need.”\n\nAbout LAM-001\n\nLAM-001 is a proprietary, investigational, once-daily inhaled formulation of\nsirolimus, also known as rapamycin. LAM-001’s potential as a\ndisease-modifying agent in pulmonary hypertension stems from its ability to\ninhibit mTOR-mediated pulmonary arterial smooth muscle cell proliferation. The\nmTOR pathway has been shown to be activated in the pulmonary arterial smooth\nmuscle cells of patients with pulmonary hypertension, and mTOR inhibition with\nrapamycin has been shown to reverse smooth muscle cell hyperproliferation and\nattenuate pulmonary vascular remodeling and cardiopulmonary dysfunction in\nmultiple nonclinical models. Additionally, mTOR signaling promotes fibroblast\nactivation, myofibroblast differentiation, and extracellular matrix deposition\nin injured or inflamed lung tissue, and mTOR inhibition has been shown to\nexert direct anti-fibrotic activity, reducing collagen accumulation,\nsuppressing profibrotic cytokine signaling, and attenuating parenchymal\nfibrosis. These effects are particularly relevant in pulmonary hypertension\nassociated with interstitial lung disease (PH-ILD), where vascular remodeling\nand progressive fibrosis evolve in parallel and amplify pulmonary vascular\nload. LAM-001 is designed to enhance pulmonary delivery and reduce systemic\nexposure, offering a promising potential disease-modifying therapy for\npulmonary disease.  \n\nLAM-001 is currently being studied in multiple indications including pulmonary\nhypertension associated with interstitial lung disease (PH-ILD), a serious and\nprogressive condition affecting an estimated ~86K patients in the U.S. and\n~120K in Europe. Based on compelling Phase 2a data presented at the American\nThoracic Society (ATS) in May 2026, the company is advancing LAM-001 into a\nPhase 2b trial in PH-ILD, with initiation planned for mid-2026 and data\nanticipated in the first quarter of 2028. LAM-001 is also being evaluated in a\nPhase 2 study in bronchiolitis obliterans syndrome (BOS), a serious\ncomplication following lung transplantation affecting an estimated ~17K\npatients in the U.S. and ~11K in Europe, with data anticipated in the first\nquarter of 2027. In late 2026, the company also plans to initiate a Phase 2\nstudy of LAM-001 in sarcoidosis-associated pulmonary hypertension (SAPH), a\nsevere complication of sarcoidosis with no approved therapy affecting an\nestimated ~60K patients in the U.S. and Europe.\n\nAbout the Transaction\n\nThe acquisition is structured as a stock-for-stock merger, pursuant to which\nall outstanding equity interests of Orphai will be exchanged based on a fixed\nexchange ratio for a combination of 3,258,517 shares common stock, 67,101.235\nshares of Series C non-voting convertible preferred stock (representing\n67,101,235 shares on an as-converted-to-common basis and without giving effect\nto any beneficial ownership limitations) and options to purchase 26,332,798\nshares of common stock. In addition, Orphai’s outstanding warrants were\nexchanged for warrants to purchase up to 10,964.505 shares of Series C\nnon-voting convertible preferred stock (or 10,964,505 shares on\nan as-converted-to-common basis and without giving effect to any beneficial\nownership limitations) at an exercise price of $996.90 per share (or $0.9969\nper share on an as-converted-to-common basis), for up to approximately $10.9\nmillion in additional proceeds upon exercise of the warrants.\n\nConcurrent with the acquisition, Quince entered into a definitive agreement\nfor a private placement financing with new and returning investors to raise up\nto $187 million in gross proceeds, which includes $115 million in upfront\nproceeds and up to an additional approximately $72 million upon exercise of\naccompanying warrants, in which the investors will be issued approximately\n144,200.633 shares of Series C non-voting convertible preferred stock  (or\n144,200,633 shares on an as-converted-to-common basis and without giving\neffect to any beneficial ownership limitations) at a price of $797.50 per\nshare (or $0.7975 per share on an as-converted-to-common basis) and\naccompanying warrants to purchase up to 72,100.322 shares of Series C\nnon-voting convertible preferred stock  (or 72,100,322 shares on\nan as-converted-to-common basis and without giving effect to any beneficial\nownership limitations) at an exercise price of $996.90 per share (or $0.9969\nper share on an as-converted-to-common basis). The private placement is\nexpected to close on May 21, 2026.\n\nSubject to Quince stockholder approval in accordance with Nasdaq listing\nrules, each share of Series C non-voting convertible preferred stock will\nautomatically convert into 1,000 shares of common stock, subject to certain\nbeneficial ownership limitations set by each holder, and each warrant will\nbecome exercisable for common stock on a 1:1,000 ratio, subject to certain\nbeneficial ownership limitations set by each holder. The warrants issuable\nupon the closing of the private placement and exchanged for Orphai warrants\nare exercisable beginning on the trading day following the earlier of the\ncompany’s public announcement of (i) topline results from the ongoing\nLAM-001 Phase 2 trial in BOS and (ii) the termination or suspension of the\nongoing LAM-001 Phase 2 trial in BOS and through the 30(th) day following such\npublic announcement. In addition, the options assumed by the company in the\nmerger are not exercisable until Quince stockholder approval in accordance\nwith Nasdaq listing rules.\n\nThe acquisition was approved by the Board of Directors of Quince and the Board\nof Directors and stockholders of Orphai.  The closings of the acquisition and\nthe private placement are not subject to the approval of Quince’s\nstockholders. The approval of Quince’s stockholders is required, among other\nthings, under the terms of the Series C non-voting convertible preferred\nstock in order for the Series C non-voting convertible preferred stock to be\nconverted into shares of Quince common stock, and Quince is required to hold a\nstockholder meeting for such vote.  As a result of the transactions, equity\nholders of Quince immediately prior to the acquisition will own approximately\n6.9% of Quince common stock, equity holders of Orphai immediately prior to the\nacquisition will own approximately 31.9% of Quince common stock and investors\nin the private placement financing will own approximately 61.2% of Quince\ncommon stock, in each case, calculated on a fully-diluted basis (without\ngiving effect to any beneficial ownership limitations and assuming the\nconversion in full of the Series C non-voting convertible preferred stock)\nusing the treasury stock method and based on the implied equity values of\nQuince and Orphai. Following the closing of the private placement, Quince is\nexpected to have a projected cash runway through the end of 2028.\n\nLifeSci Capital is serving as financial advisor to Quince. Dorsey & Whitney is\nserving as legal counsel to Quince. LifeSci Capital is serving as exclusive\nplacement agent for the concurrent financing. Gibson, Dunn & Crutcher LLP is\nserving as legal counsel to the placement agent. Evercore and Cantor are\nserving as capital markets advisors for the concurrent financing. Cooley LLP\nis serving as legal counsel to Orphai. Oppenheimer & Co. Inc. provided a\nfairness opinion to Quince's board of directors.\n\nWebcast Details\n\n Monday, May 18th @ 10:00 a.m. ET                                                                                                                                                         \n                                                                                                                                                                                          \n Investors:                  1-877-407-0784                                                                                                                                               \n                                                                                                                                                                                          \n International Investors:    1-201-689-8560                                                                                                                                               \n                                                                                                                                                                                          \n Conference ID:              13760654                                                                                                                                                     \n                                                                                                                                                                                          \n Webcast:                    Click Here (https://viavid.webcasts.com/starthere.jsp?ei=1763509&tp_key=187466c723)                                                                          \n                                                                                                                                                                                          \n Call me™:                   Click Here (https://callme.viavid.com/viavid/?callme=true&passcode=13760654&h=true&info=Company-email&r=true&B=6)for instant telephone access to the event.  \n                                                                                                                                                                                          \n\nA replay of the webcast presentation will be temporarily archived on the\nInvestors section of Quince’s website following the presentation.\n\nAbout Quince Therapeutics, Inc.\n\nQuince Therapeutics, Inc. (Nasdaq: QNCX) is a late-stage biotechnology company\ndedicated to unlocking the power of a patient’s own biology for the\ntreatment of rare diseases. Quince’s proprietary processes are designed to\nencapsulate a drug into the patient’s own red blood cells for the chronic\nadministration of drugs that have limitations due to toxicity, poor\nbiodistribution, suboptimal pharmacokinetics, or immune response, remain a\npart of Quince’s pipeline for potential development across a range of human\ndiseases. For more information on the company and its latest news,\nvisit www.quincetx.com.\n\nAbout Orphai Therapeutics Inc.\n\nOrphai Therapeutics is committed to transforming the lives of patients facing\nserious, underserved diseases by developing disease-modifying therapies to\ntreat their conditions. The company is currently developing LAM-001 for the\ntreatment of pulmonary hypertension associated with interstitial lung disease\n(PH-ILD), bronchiolitis obliterans syndrome (BOS), and sarcoidosis associated\npulmonary hypertension (SAPH).  A Phase 2a study in PH patients has been\ncompleted, a Phase 2 clinical study in BOS patients is ongoing, a Phase 2b\nstudy in PH-ILD is anticipated to begin in mid-2026, and a Phase 2 study in\nSAPH is anticipated to begin in late-2026.  By pioneering innovative\napproaches, the company aims to offer new hope and improved quality of life to\npatients worldwide.\n\nForward Looking Statements\n\nStatements in this news release contain “forward-looking statements”\nwithin the meaning of the Private Securities Litigation Reform Act of 1995 as\ncontained in Section 27A of the Securities Act of 1933, as amended, and\nSection 21E of the Securities Exchange Act of 1934, as amended, which are\nsubject to the “safe harbor” created by those sections. All statements,\nother than statements of historical facts, may be forward-looking statements.\nForward-looking statements contained in this news release may be identified by\nthe use of words such as “believe,” “may,” “should,” “expect,”\n“anticipate,” “plan,” “believe,” “estimated,” “potential,”\n“intend,” “will,” “can,” “seek,” or other similar words.\nExamples of forward-looking statements include, among others, statements\nrelating to the anticipated benefits of the company’s acquisition of Orphai;\nthe timing and completion of the private placement financing and the gross\nproceeds therefrom, including any additional gross proceeds that may be\nreceived upon exercise, if any, of accompanying warrants or the warrants\nexchanged in the acquisition; the expected use of proceeds from the private\nplacement and cash runway following the completion of the transactions; the\ncompany’s strategy to build a focused, high-impact biotechnology company;\nthe company’s ability to deliver meaningful value for patients and\nstockholders; the design and potential benefits of LAM-001, including as a\ndisease-modifying therapy for pulmonary disease; anticipated regulatory and\ndevelopment processes and timelines, including the expected timing to initiate\nthe planned Phase 2 trial of LAM-001 in PH-ILD and the planned Phase 2 trial\nof LAM-001 in SAPH, the expected timing for data readouts from the ongoing\nPhase 2 trial of LAM-001 in BOS and the planned Phase 2 trial of LAM-001 in\nPH-ILD; the estimated patient populations in the U.S. and Europe for PH-ILD,\nBOS and SAPH; the potential advantages of mTOR inhibitors in PH-ILD; and the\ndesign and potential benefits of the company’s proprietary processes .\nForward-looking statements are based on Quince’s current expectations and\nare subject to inherent uncertainties, risks, and assumptions that are\ndifficult to predict and could cause actual results to differ materially from\nwhat the company expects. Further, certain forward-looking statements are\nbased on assumptions as to future events that may not prove to be accurate.\nFactors that could cause actual results to differ include, but are not limited\nto, the company’s ability to consummate the private placement financing or\nrealize the anticipated benefits from the transactions, including as a result\nof its failure to receive the requisite stockholder approvals; investors in\nthe private placement or former Orphai warrant holders may not exercise their\nwarrants and the company may not receive any additional proceeds therefrom;\nclinical results may not be indicative of results that may be observed in the\nfuture, including in larger populations; potential safety and other\ncomplications related to LAM-001; the ability to obtain and maintain\nregulatory approval; competition in the company’s industry; the scope,\nprogress and expansion of developing LAM-001; the size and growth of the\nmarket(s) therefor and the rate and degree of market acceptance thereof\nvis-à-vis alternative therapies; the company’s ability to attract or retain\nkey management, members of the board of directors and other personnel; the\nimpacts of general macroeconomic and geopolitical conditions on the\ncompany’s business and financial position; and other risks and uncertainties\ndescribed in the section titled “Risk Factors” in the company’s Annual\nReport on Form 10-K filed with the Securities and Exchange Commission (SEC)\non April 10, 2026 and other reports as filed with the SEC. Forward-looking\nstatements contained in this news release are made as of this date, and Quince\nundertakes no duty to update such information except as required under\napplicable law.\n\nContacts\n\nCorey Davis, Ph.D.\nLifeSci Advisors, LLC\ncdavis@lifesciadvisors.com  \n212-915-2577\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/2d9c6375-d986-407f-affb-1308a5bb5bf6)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX3nCqSF","title":"Quince Announces Acquisition of Orphai and up to $187 Million Private Placement to Advance Pulmonary Pipeline","author":"Globe Newswire","ticker":"QNCX","created":"2026-05-18T13:26:51.159Z","tickers":["QNCX"],"exchange":"NASDAQ","article_body":"* Acquisition includes LAM-001, an inhaled formulation of rapamycin for\nmultiple pulmonary diseases, including pulmonary hypertension associated with\ninterstitial lung disease (PH-ILD) and bronchiolitis obliterans syndrome post\nlung transplant (BOS)\n\n* $115 million in upfront financing with the potential to receive up to an\nadditional $72 million upon exercise of accompanying warrants\n* Upfront proceeds from the private placement and existing cash and cash\nequivalents at closing are expected to fund operations through the end of 2028\nand to support multiple expected milestones, including initiation of a Phase\n2b trial in PH-ILD with data anticipated in Q1 2028 and delivery of Phase 2\ndata in BOS in Q1 2027\n\n* Quince to host conference call and webcast today, May 18, 2026, at 10:00\na.m. ET\nSOUTH SAN FRANCISCO, Calif., May 18, 2026 (GLOBE NEWSWIRE) -- Quince\nTherapeutics, Inc. (Nasdaq: QNCX) announced it has acquired Orphai\nTherapeutics Inc., a clinical-stage biotechnology company. The acquisition\nbrings Orphai’s lead program LAM-001, an inhaled formulation of rapamycin\n(mTOR inhibitor), to treat rare pulmonary diseases, into Quince’s pipeline.\nNew Phase 2 data with LAM-001 were recently presented at the American Thoracic\nSociety (ATS) conference in Orlando and are detailed in a separate press\nrelease also announced today.\n\nConcurrent with the acquisition, Quince entered into a definitive agreement\nfor a private placement financing to raise up to $187 million in gross\nproceeds, which includes $115 million in upfront proceeds for the purchase of\nshares of Series C non-voting convertible preferred stock and up to an\nadditional approximately $72 million upon exercise of accompanying warrants,\nbefore deducting placement agent and other offering expenses. The financing\nwas led by Balyasny Asset Management and includes participation from leading\nhealthcare investors including Affinity Asset Advisors, LLC, Coastlands\nCapital, Columbia Threadneedle Investments, Cormorant Asset Management,\nEventide Asset Management, Foresite Capital, Janus Henderson Investors,\nLifeSci Venture Partners, Logos Capital, Perceptive Advisors, SilverArc\nCapital, Woodline Partners LP and other investors. Upfront proceeds from the\nfinancing together with existing cash and cash equivalents at closing, are\nexpected to support the advancement of LAM-001 through multiple clinical\nmilestones, including data from a Phase 2 clinical trial in BOS anticipated in\nthe first quarter of 2027, data from a planned Phase 2b study in PH-ILD\nanticipated in the first quarter of 2028 and data from a planned Phase 2 study\nin sarcoidosis associated PH (SAPH) anticipated in the fourth quarter of 2028.\n\n“We believe the new LAM-001 clinical data, combined with the caliber of the\nOrphai management team and high quality syndicate of investors in the PIPE,\nall reinforce the value of this transaction and highlight our strategy to\nbuild a focused, high-impact biotechnology company,” said Dirk Thye, CEO and\nCMO of Quince. “We also believe that Orphai’s differentiated LAM-001\nprogram coupled with a newly strengthened balance sheet enhances our ability\nto deliver meaningful value for both patients and stockholders.”\n\n“Despite recent advances in treatment, PH-ILD remains a progressive\ncondition characterized by declines in lung function and exercise capacity\nleading to hospitalization, lung transplantation and death,” said Brigette\nRoberts, MD, Chief Corporate Affairs Officer of Quince and former CEO of\nOrphai Therapeutics. “We are encouraged by the enthusiasm from the KOL\ncommunity for these initial data, driven by the magnitude of benefit seen and\nthe consistency across multiple measures of patient benefit. We look forward\nto advancing LAM-001 into a Phase 2b trial in PH-ILD as well as to progressing\nthe program in multiple additional pulmonary indications of major unmet\nmedical need.”\n\nAbout LAM-001\n\nLAM-001 is a proprietary, investigational, once-daily inhaled formulation of\nsirolimus, also known as rapamycin. LAM-001’s potential as a\ndisease-modifying agent in pulmonary hypertension stems from its ability to\ninhibit mTOR-mediated pulmonary arterial smooth muscle cell proliferation. The\nmTOR pathway has been shown to be activated in the pulmonary arterial smooth\nmuscle cells of patients with pulmonary hypertension, and mTOR inhibition with\nrapamycin has been shown to reverse smooth muscle cell hyperproliferation and\nattenuate pulmonary vascular remodeling and cardiopulmonary dysfunction in\nmultiple nonclinical models. Additionally, mTOR signaling promotes fibroblast\nactivation, myofibroblast differentiation, and extracellular matrix deposition\nin injured or inflamed lung tissue, and mTOR inhibition has been shown to\nexert direct anti-fibrotic activity, reducing collagen accumulation,\nsuppressing profibrotic cytokine signaling, and attenuating parenchymal\nfibrosis. These effects are particularly relevant in pulmonary hypertension\nassociated with interstitial lung disease (PH-ILD), where vascular remodeling\nand progressive fibrosis evolve in parallel and amplify pulmonary vascular\nload. LAM-001 is designed to enhance pulmonary delivery and reduce systemic\nexposure, offering a promising potential disease-modifying therapy for\npulmonary disease.  \n\nLAM-001 is currently being studied in multiple indications including pulmonary\nhypertension associated with interstitial lung disease (PH-ILD), a serious and\nprogressive condition affecting an estimated ~86K patients in the U.S. and\n~120K in Europe. Based on compelling Phase 2a data presented at the American\nThoracic Society (ATS) in May 2026, the company is advancing LAM-001 into a\nPhase 2b trial in PH-ILD, with initiation planned for mid-2026 and data\nanticipated in the first quarter of 2028. LAM-001 is also being evaluated in a\nPhase 2 study in bronchiolitis obliterans syndrome (BOS), a serious\ncomplication following lung transplantation affecting an estimated ~17K\npatients in the U.S. and ~11K in Europe, with data anticipated in the first\nquarter of 2027. In late 2026, the company also plans to initiate a Phase 2\nstudy of LAM-001 in sarcoidosis-associated pulmonary hypertension (SAPH), a\nsevere complication of sarcoidosis with no approved therapy affecting an\nestimated ~60K patients in the U.S. and Europe.\n\nAbout the Transaction\n\nThe acquisition is structured as a stock-for-stock merger, pursuant to which\nall outstanding equity interests of Orphai will be exchanged based on a fixed\nexchange ratio for a combination of 3,258,517 shares common stock, 67,101.235\nshares of Series C non-voting convertible preferred stock (representing\n67,101,235 shares on an as-converted-to-common basis and without giving effect\nto any beneficial ownership limitations) and options to purchase 26,332,798\nshares of common stock. In addition, Orphai’s outstanding warrants were\nexchanged for warrants to purchase up to 10,964.505 shares of Series C\nnon-voting convertible preferred stock (or 10,964,505 shares on\nan as-converted-to-common basis and without giving effect to any beneficial\nownership limitations) at an exercise price of $996.90 per share (or $0.9969\nper share on an as-converted-to-common basis), for up to approximately $10.9\nmillion in additional proceeds upon exercise of the warrants.\n\nConcurrent with the acquisition, Quince entered into a definitive agreement\nfor a private placement financing with new and returning investors to raise up\nto $187 million in gross proceeds, which includes $115 million in upfront\nproceeds and up to an additional approximately $72 million upon exercise of\naccompanying warrants, in which the investors will be issued approximately\n144,200.633 shares of Series C non-voting convertible preferred stock  (or\n144,200,633 shares on an as-converted-to-common basis and without giving\neffect to any beneficial ownership limitations) at a price of $797.50 per\nshare (or $0.7975 per share on an as-converted-to-common basis) and\naccompanying warrants to purchase up to 72,100.322 shares of Series C\nnon-voting convertible preferred stock  (or 72,100,322 shares on\nan as-converted-to-common basis and without giving effect to any beneficial\nownership limitations) at an exercise price of $996.90 per share (or $0.9969\nper share on an as-converted-to-common basis). The private placement is\nexpected to close on May 21, 2026.\n\nSubject to Quince stockholder approval in accordance with Nasdaq listing\nrules, each share of Series C non-voting convertible preferred stock will\nautomatically convert into 1,000 shares of common stock, subject to certain\nbeneficial ownership limitations set by each holder, and each warrant will\nbecome exercisable for common stock on a 1:1,000 ratio, subject to certain\nbeneficial ownership limitations set by each holder. The warrants issuable\nupon the closing of the private placement and exchanged for Orphai warrants\nare exercisable beginning on the trading day following the earlier of the\ncompany’s public announcement of (i) topline results from the ongoing\nLAM-001 Phase 2 trial in BOS and (ii) the termination or suspension of the\nongoing LAM-001 Phase 2 trial in BOS and through the 30(th) day following such\npublic announcement. In addition, the options assumed by the company in the\nmerger are not exercisable until Quince stockholder approval in accordance\nwith Nasdaq listing rules.\n\nThe acquisition was approved by the Board of Directors of Quince and the Board\nof Directors and stockholders of Orphai.  The closings of the acquisition and\nthe private placement are not subject to the approval of Quince’s\nstockholders. The approval of Quince’s stockholders is required, among other\nthings, under the terms of the Series C non-voting convertible preferred\nstock in order for the Series C non-voting convertible preferred stock to be\nconverted into shares of Quince common stock, and Quince is required to hold a\nstockholder meeting for such vote.  As a result of the transactions, equity\nholders of Quince immediately prior to the acquisition will own approximately\n6.9% of Quince common stock, equity holders of Orphai immediately prior to the\nacquisition will own approximately 31.9% of Quince common stock and investors\nin the private placement financing will own approximately 61.2% of Quince\ncommon stock, in each case, calculated on a fully-diluted basis (without\ngiving effect to any beneficial ownership limitations and assuming the\nconversion in full of the Series C non-voting convertible preferred stock)\nusing the treasury stock method and based on the implied equity values of\nQuince and Orphai. Following the closing of the private placement, Quince is\nexpected to have a projected cash runway through the end of 2028.\n\nLifeSci Capital is serving as financial advisor to Quince. Dorsey & Whitney is\nserving as legal counsel to Quince. LifeSci Capital is serving as exclusive\nplacement agent for the concurrent financing. Gibson, Dunn & Crutcher LLP is\nserving as legal counsel to the placement agent. Evercore and Cantor are\nserving as capital markets advisors for the concurrent financing. Cooley LLP\nis serving as legal counsel to Orphai. Oppenheimer & Co. Inc. provided a\nfairness opinion to Quince's board of directors.\n\nWebcast Details\n\n Monday, May 18th @ 10:00 a.m. ET                                                                                                                                                         \n                                                                                                                                                                                          \n Investors:                  1-877-407-0784                                                                                                                                               \n                                                                                                                                                                                          \n International Investors:    1-201-689-8560                                                                                                                                               \n                                                                                                                                                                                          \n Conference ID:              13760654                                                                                                                                                     \n                                                                                                                                                                                          \n Webcast:                    Click Here (https://viavid.webcasts.com/starthere.jsp?ei=1763509&tp_key=187466c723)                                                                          \n                                                                                                                                                                                          \n Call me™:                   Click Here (https://callme.viavid.com/viavid/?callme=true&passcode=13760654&h=true&info=Company-email&r=true&B=6)for instant telephone access to the event.  \n                                                                                                                                                                                          \n\nA replay of the webcast presentation will be temporarily archived on the\nInvestors section of Quince’s website following the presentation.\n\nAbout Quince Therapeutics, Inc.\n\nQuince Therapeutics, Inc. (Nasdaq: QNCX) is a late-stage biotechnology company\ndedicated to unlocking the power of a patient’s own biology for the\ntreatment of rare diseases. Quince’s proprietary processes are designed to\nencapsulate a drug into the patient’s own red blood cells for the chronic\nadministration of drugs that have limitations due to toxicity, poor\nbiodistribution, suboptimal pharmacokinetics, or immune response, remain a\npart of Quince’s pipeline for potential development across a range of human\ndiseases. For more information on the company and its latest news,\nvisit www.quincetx.com.\n\nAbout Orphai Therapeutics Inc.\n\nOrphai Therapeutics is committed to transforming the lives of patients facing\nserious, underserved diseases by developing disease-modifying therapies to\ntreat their conditions. The company is currently developing LAM-001 for the\ntreatment of pulmonary hypertension associated with interstitial lung disease\n(PH-ILD), bronchiolitis obliterans syndrome (BOS), and sarcoidosis associated\npulmonary hypertension (SAPH).  A Phase 2a study in PH patients has been\ncompleted, a Phase 2 clinical study in BOS patients is ongoing, a Phase 2b\nstudy in PH-ILD is anticipated to begin in mid-2026, and a Phase 2 study in\nSAPH is anticipated to begin in late-2026.  By pioneering innovative\napproaches, the company aims to offer new hope and improved quality of life to\npatients worldwide.\n\nForward Looking Statements\n\nStatements in this news release contain “forward-looking statements”\nwithin the meaning of the Private Securities Litigation Reform Act of 1995 as\ncontained in Section 27A of the Securities Act of 1933, as amended, and\nSection 21E of the Securities Exchange Act of 1934, as amended, which are\nsubject to the “safe harbor” created by those sections. All statements,\nother than statements of historical facts, may be forward-looking statements.\nForward-looking statements contained in this news release may be identified by\nthe use of words such as “believe,” “may,” “should,” “expect,”\n“anticipate,” “plan,” “believe,” “estimated,” “potential,”\n“intend,” “will,” “can,” “seek,” or other similar words.\nExamples of forward-looking statements include, among others, statements\nrelating to the anticipated benefits of the company’s acquisition of Orphai;\nthe timing and completion of the private placement financing and the gross\nproceeds therefrom, including any additional gross proceeds that may be\nreceived upon exercise, if any, of accompanying warrants or the warrants\nexchanged in the acquisition; the expected use of proceeds from the private\nplacement and cash runway following the completion of the transactions; the\ncompany’s strategy to build a focused, high-impact biotechnology company;\nthe company’s ability to deliver meaningful value for patients and\nstockholders; the design and potential benefits of LAM-001, including as a\ndisease-modifying therapy for pulmonary disease; anticipated regulatory and\ndevelopment processes and timelines, including the expected timing to initiate\nthe planned Phase 2 trial of LAM-001 in PH-ILD and the planned Phase 2 trial\nof LAM-001 in SAPH, the expected timing for data readouts from the ongoing\nPhase 2 trial of LAM-001 in BOS and the planned Phase 2 trial of LAM-001 in\nPH-ILD; the estimated patient populations in the U.S. and Europe for PH-ILD,\nBOS and SAPH; the potential advantages of mTOR inhibitors in PH-ILD; and the\ndesign and potential benefits of the company’s proprietary processes .\nForward-looking statements are based on Quince’s current expectations and\nare subject to inherent uncertainties, risks, and assumptions that are\ndifficult to predict and could cause actual results to differ materially from\nwhat the company expects. Further, certain forward-looking statements are\nbased on assumptions as to future events that may not prove to be accurate.\nFactors that could cause actual results to differ include, but are not limited\nto, the company’s ability to consummate the private placement financing or\nrealize the anticipated benefits from the transactions, including as a result\nof its failure to receive the requisite stockholder approvals; investors in\nthe private placement or former Orphai warrant holders may not exercise their\nwarrants and the company may not receive any additional proceeds therefrom;\nclinical results may not be indicative of results that may be observed in the\nfuture, including in larger populations; potential safety and other\ncomplications related to LAM-001; the ability to obtain and maintain\nregulatory approval; competition in the company’s industry; the scope,\nprogress and expansion of developing LAM-001; the size and growth of the\nmarket(s) therefor and the rate and degree of market acceptance thereof\nvis-à-vis alternative therapies; the company’s ability to attract or retain\nkey management, members of the board of directors and other personnel; the\nimpacts of general macroeconomic and geopolitical conditions on the\ncompany’s business and financial position; and other risks and uncertainties\ndescribed in the section titled “Risk Factors” in the company’s Annual\nReport on Form 10-K filed with the Securities and Exchange Commission (SEC)\non April 10, 2026 and other reports as filed with the SEC. Forward-looking\nstatements contained in this news release are made as of this date, and Quince\nundertakes no duty to update such information except as required under\napplicable law.\n\nContacts\n\nCorey Davis, Ph.D.\nLifeSci Advisors, LLC\ncdavis@lifesciadvisors.com  \n212-915-2577\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/2d9c6375-d986-407f-affb-1308a5bb5bf6)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-05-18T13:26:51.226374394Z","server_sent_at_ms":1779110811226},"received_at":"2026-05-18T13:26:51.378Z","source_url":null},"analysis":{"id":"27408","press_release_id":"37965","analysis_json":{"industry":{"label":"Biotechnology","sector":"Health Care"},"redFlags":["Extreme dilution: existing shareholders retain only ~6.9% of fully-diluted equity","PIPE investors acquire majority control (~61.2%) of the company","Offering priced at $0.7975 per share on an as-converted basis; verify discount to market price"],"eventType":"m_and_a","narrative":"Quince Therapeutics has acquired clinical-stage biotech Orphai Therapeutics to secure its lead asset LAM-001, an inhaled rapamycin formulation for pulmonary diseases.\n\nTo fund the acquisition and extend its cash runway to the end of 2028, Quince executed a private placement raising up to $187 million, including $115 million in upfront proceeds.\n\nThe transaction is highly dilutive: existing Quince shareholders will own approximately 6.9% of the fully-diluted company, while PIPE investors will hold 61.2% and former Orphai shareholders 31.9%.","sentiment":"mixed","agentHooks":{"shouldPost":true,"suggestedAngle":"Quince secures $187M PIPE and acquires Orphai, but existing shareholders are diluted to ~7% ownership in the new entity."},"keyFigures":{"dealValueUsd":187000000,"offeringPrice":0.7975,"sharesOffered":144200633,"customDimensions":{"cash_runway_end":"2028","upfront_proceeds":115000000,"pipe_investor_pct":61.2,"orphai_shareholder_pct":31.9,"warrant_proceeds_potential":72000000,"existing_shareholder_dilution_pct":6.9}},"quotedText":"We believe the new LAM-001 clinical data, combined with the caliber of the Orphai management team and high quality syndicate of investors in the PIPE, all reinforce the value of this transaction and highlight our strategy to build a focused, high-impact biotechnology company","namedEntities":{"people":[{"name":"Dirk Thye","role":"CEO and CMO of Quince"},{"name":"Brigette Roberts","role":"Chief Corporate Affairs Officer of Quince, former CEO of Orphai"}],"products":["LAM-001","rapamycin","sirolimus"],"companies":[{"name":"Quince Therapeutics, Inc.","ticker":"QNCX","relationship":"acquirer"},{"name":"Orphai Therapeutics Inc.","relationship":"target"},{"name":"Balyasny Asset Management","relationship":"lead investor"},{"name":"LifeSci Capital","relationship":"financial advisor / placement agent"},{"name":"Evercore","relationship":"capital markets advisor"},{"name":"Cantor","relationship":"capital markets advisor"}],"dollarAmounts":[{"amount":"$187 million","context":"total gross proceeds from private placement"},{"amount":"$115 million","context":"upfront proceeds from private placement"},{"amount":"$72 million","context":"potential additional proceeds from warrant exercise"},{"amount":"$10.9 million","context":"additional proceeds from Orphai warrant exchange"},{"amount":"$0.7975","context":"price per share on as-converted-to-common basis"},{"amount":"$0.9969","context":"warrant exercise price on as-converted-to-common basis"}]},"materialImpact":{"score":5,"reasoning":"Major strategic acquisition of Orphai combined with a massive $187M private placement. While the deal secures a cash runway through 2028 and adds a promising pulmonary pipeline, existing shareholders face extreme dilution, retaining only ~6.9% of the fully-diluted company post-transaction."},"tickerRelevance":{"others":[],"primary":"QNCX"},"globalImportance":45,"audienceRelevance":35,"eventTypeSecondary":["offering","dilution"],"importanceComponents":{"tickerTier":"small-cap","dilutionRisk":"severe","eventGravity":"high","sectorWeight":"high","marketCapAdjustment":"neutral"}},"event_type":"m_and_a","event_type_secondary":["offering","dilution"],"sentiment":"mixed","material_impact_score":5,"narrative":"Quince Therapeutics has acquired clinical-stage biotech Orphai Therapeutics to secure its lead asset LAM-001, an inhaled rapamycin formulation for pulmonary diseases.\n\nTo fund the acquisition and extend its cash runway to the end of 2028, Quince executed a private placement raising up to $187 million, including $115 million in upfront proceeds.\n\nThe transaction is highly dilutive: existing Quince shareholders will own approximately 6.9% of the fully-diluted company, while PIPE investors will hold 61.2% and former Orphai shareholders 31.9%.","key_figures":{"dealValueUsd":187000000,"offeringPrice":0.7975,"sharesOffered":144200633,"customDimensions":{"cash_runway_end":"2028","upfront_proceeds":115000000,"pipe_investor_pct":61.2,"orphai_shareholder_pct":31.9,"warrant_proceeds_potential":72000000,"existing_shareholder_dilution_pct":6.9}},"named_entities":{"people":[{"name":"Dirk Thye","role":"CEO and CMO of Quince"},{"name":"Brigette Roberts","role":"Chief Corporate Affairs Officer of Quince, former CEO of Orphai"}],"products":["LAM-001","rapamycin","sirolimus"],"companies":[{"name":"Quince Therapeutics, Inc.","ticker":"QNCX","relationship":"acquirer"},{"name":"Orphai Therapeutics Inc.","relationship":"target"},{"name":"Balyasny Asset Management","relationship":"lead investor"},{"name":"LifeSci Capital","relationship":"financial advisor / placement agent"},{"name":"Evercore","relationship":"capital markets advisor"},{"name":"Cantor","relationship":"capital markets advisor"}],"dollarAmounts":[{"amount":"$187 million","context":"total gross proceeds from private placement"},{"amount":"$115 million","context":"upfront proceeds from private placement"},{"amount":"$72 million","context":"potential additional proceeds from warrant exercise"},{"amount":"$10.9 million","context":"additional proceeds from Orphai warrant exchange"},{"amount":"$0.7975","context":"price per share on as-converted-to-common basis"},{"amount":"$0.9969","context":"warrant exercise price on as-converted-to-common basis"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-05-18T13:27:12.604Z","global_importance":45,"audience_relevance":35,"importance_components":{"tickerTier":"small-cap","dilutionRisk":"severe","eventGravity":"high","sectorWeight":"high","marketCapAdjustment":"neutral"}},"durationMs":21222,"modelName":"george-droid-qwen-72b"}}