false 0001662774 0001662774 2023-12-29 2023-12-29 0001662774 us-gaap:CommonStockMember 2023-12-29 2023-12-29 0001662774 us-gaap:SeriesAPreferredStockMember 2023-12-29 2023-12-29












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2023




(Exact name of registrant as specified in its charter)




Delaware   001-38890   90-1024039

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


611 Gateway BoulevardSuite 273

South San FranciscoCalifornia

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 910-5717


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock, par value $0.001 per share   QNCX   The Nasdaq Stock Market LLC
Series A Junior Participating Preferred Purchase Rights   N/A   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01

Other Events

As previously reported, on December 4, 2023, Quince Therapeutics, Inc. (the “Company”) received a written notification from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the closing bid price of the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business days, and that, as a result, the Company was not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Rule”). The Company was provided 180 calendar days, until June 3, 2024, to regain compliance.

On December 29, 2023, the Company received written notice from the Listing Qualifications Department of Nasdaq notifying the Company that, for the last 13 consecutive business days, from December 11, 2023 through December 28, 2023, the closing bid price of the Company’s common stock was $1.00 per share or greater. Accordingly, the written notice stated that the Company has regained compliance with the minimum bid price listing requirement set forth under the Rule and that the matter was now closed.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Quince Therapeutics, Inc.

/s/ Dirk Thye

Date: January 3, 2024     Name:   Dirk Thye
    Title:   Chief Executive Officer