0000950170-24-058201 | 10-Q | XBRL Viewer

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Cash, Cash Equivalents and Investments - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted average remaining contractual maturities of available-for-sale securities	2 months
Realized gains or losses on the sale or maturity of available-for-sale securities	$ 0	$ 0
Amounts reclassify out of accumulated other comprehensive loss	0
Impairment charges	$ 0	$ 0

Long-term Debt - Additional Information (Details) - 3 months ended Mar. 31, 2024 € in Millions, $ in Millions	EUR (€)	USD ($)	USD ($)
EIB loan
Debt Instrument [Line Items]
Fair value of the EIB Loan \| $			$ 13.5
Fair value adjustment \| $		$ 0.4
Ery Del [Member]
Debt Instrument [Line Items]
Acquisition date	Oct. 20, 2023	Oct. 20, 2023
Maximum borrowings	€ 30.0
Loan restated term	The EIB Loan was amended and restated as of the acquisition date. The EIB Loan provides for maximum borrowings of 30.0 million euro through four tranches; tranche A, 3.0 million euro; tranche B, 7.0 million euro; tranche C, 10.0 million euro; and tranche D, 10.0 million euro. Each tranche is subject to conditions precedent related to the Company’s business and capitalization.	The EIB Loan was amended and restated as of the acquisition date. The EIB Loan provides for maximum borrowings of 30.0 million euro through four tranches; tranche A, 3.0 million euro; tranche B, 7.0 million euro; tranche C, 10.0 million euro; and tranche D, 10.0 million euro. Each tranche is subject to conditions precedent related to the Company’s business and capitalization.
Repayment terms	The unused portions of each tranche may be canceled by the Company at any time, subject to a cancellation fee. As of March 31, 2024, only tranches A and B have been drawn. All amounts due under tranche A and B are payable on their maturity date of August 2026. Tranche C and D are payable in equal installments of principal together with all amounts outstanding under the tranches on the repayment dates specified in the relevant Disbursement Offer. The first Repayment Date of tranche C shall fall not earlier than twelve months from the Disbursement Date of such tranche. The last Repayment Date of tranche C and tranche D shall fall not later than 5 years from the Disbursement Date of tranche C and tranche D, respectively. The EIB Loan bears interest at fixed rates for each tranche and is payable on the maturity date for each Tranche. The fixed rates range from 7.0% to 9.0% per annum. As of March 31, 2024, principal of 10.0 million euros ($10.8 million) was outstanding on the EIB Loan and it is recorded as Long-term debt on the condensed consolidated balance sheet at fair value with imputed interest of 9.0% included.	The unused portions of each tranche may be canceled by the Company at any time, subject to a cancellation fee. As of March 31, 2024, only tranches A and B have been drawn. All amounts due under tranche A and B are payable on their maturity date of August 2026. Tranche C and D are payable in equal installments of principal together with all amounts outstanding under the tranches on the repayment dates specified in the relevant Disbursement Offer. The first Repayment Date of tranche C shall fall not earlier than twelve months from the Disbursement Date of such tranche. The last Repayment Date of tranche C and tranche D shall fall not later than 5 years from the Disbursement Date of tranche C and tranche D, respectively. The EIB Loan bears interest at fixed rates for each tranche and is payable on the maturity date for each Tranche. The fixed rates range from 7.0% to 9.0% per annum. As of March 31, 2024, principal of 10.0 million euros ($10.8 million) was outstanding on the EIB Loan and it is recorded as Long-term debt on the condensed consolidated balance sheet at fair value with imputed interest of 9.0% included.
Outstanding amount of line of credit	€ 10.0	$ 10.8
Imputed interest	9.00%		9.00%
Remuneration payable period	7 years	7 years
Foreign currency translation adjustment in fair value \| $			$ 0.3
Ery Del [Member] \| Tranche A
Debt Instrument [Line Items]
Maximum borrowings	€ 3.0
Drawn percentage	30.00%	30.00%
Ery Del [Member] \| Tranche B
Debt Instrument [Line Items]
Maximum borrowings	€ 7.0
Ery Del [Member] \| Tranche C
Debt Instrument [Line Items]
Maximum borrowings	10.0
Ery Del [Member] \| Tranche D
Debt Instrument [Line Items]
Maximum borrowings	€ 10.0
Ery Del [Member] \| Tranche One And Two
Debt Instrument [Line Items]
Drawn percentage	50.00%	50.00%
Ery Del [Member] \| Tranche One Two And Three
Debt Instrument [Line Items]
Drawn percentage	80.00%	80.00%
Ery Del [Member] \| Tranche One Two Three And Four
Debt Instrument [Line Items]
Drawn percentage	100.00%	100.00%
Ery Del [Member] \| Revenue Two Point Five [Member]
Debt Instrument [Line Items]
Provision for additional remuneration paid based on revenue percentage	2.50%	2.50%
Ery Del [Member] \| Revenue One Point Eight Five [Member]
Debt Instrument [Line Items]
Provision for additional remuneration paid based on revenue percentage	1.85%	1.85%
Ery Del [Member] \| Revenue One Point [Member]
Debt Instrument [Line Items]
Provision for additional remuneration paid based on revenue percentage	1.00%	1.00%
Ery Del [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Disbursement period	12 months	12 months
Fixed interest rate	7.00%		7.00%
Ery Del [Member] \| Minimum [Member] \| Revenue One Point Eight Five [Member]
Debt Instrument [Line Items]
Revenues	€ 125.0
Ery Del [Member] \| Minimum [Member] \| Revenue One Point [Member]
Debt Instrument [Line Items]
Revenues	€ 250.0
Ery Del [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Disbursement period	5 years	5 years
Fixed interest rate	9.00%		9.00%
Ery Del [Member] \| Maximum [Member] \| Revenue Two Point Five [Member]
Debt Instrument [Line Items]
Revenues	€ 125.0
Ery Del [Member] \| Maximum [Member] \| Revenue One Point Eight Five [Member]
Debt Instrument [Line Items]
Revenues	€ 250.0

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) Segment
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment	1
Ery Del
Summary Of Significant Accounting Policies [Line Items]
Fair value of contingent consideration related to acquisition \| $	$ 2.5

Stock-Based Compensation - Summary of Restricted Stock Options (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, Number of Shares, Unvested, Beginning Balance \| shares	1,488
Number of Shares, vested \| shares	(1,488)
Outstanding, Number of Shares, Unvested, Ending Balance \| shares	0
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Beginning Balance \| $ / shares	$ 4.3
Weighted-Average Grant Date Fair Value, vested \| $ / shares	4.3
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance \| $ / shares	$ 0
Restricted Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, Number of Shares, Unvested, Beginning Balance \| shares	175,764
Number of Shares, vested \| shares	(24,338)
Outstanding, Number of Shares, Unvested, Ending Balance \| shares	151,426
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Beginning Balance \| $ / shares	$ 3.3
Weighted-Average Grant Date Fair Value, vested \| $ / shares	3.3
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance \| $ / shares	$ 3.3

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Intangible Assets [Line Items]

Schedule of Carrying Amount of Finite-Lived Intangible Asset

The following table provides details of the carrying amount of the Company's finite-lived intangible asset (in thousands, except useful life):



			As of March 31, 2024							As of December 31, 2023
		Useful life	Cost		Accumulated Amortization			Net Carrying Value		Cost		Accumulated Amortization			Net Carrying Value
Finite life intangible assets:
	Trade name	21 years	$	460	$	(10	)	$	450	$	460	$	(4	)	$	456
	Impairment charge								—							—
	Foreign currency translation adjustments								8							19
	Total							$	458						$	475

Schedule carrying amount of goodwill

The following table summarizes the changes in the carrying amount of goodwill (in thousands):


Balance as of December 31, 2023	$	17,625
Foreign currency translation adjustments		(380	)
Balance as of March 31, 2024	$	17,245

Ery Del

Schedule of Intangible Assets [Line Items]

Schedule of Carrying Amount of Indefinite-Lived Intangible Asset

The following table provides details of the carrying amount of the Company's indefinite-lived intangible asset (in thousands):


		March 31, 2024
In-process research and development:
	Balance as of December 31, 2023	$	63,197
	Impairment charge		—
	Foreign currency translation adjustments		(1,402	)
	Balance as of March 31, 2024	$	61,795

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Quince Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the instructions of the SEC on Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included.

The condensed consolidated balance sheet as of March 31, 2024, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Form 10-K filed with the SEC on April 1, 2024. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period.

Risks and Uncertainties

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidates will require approvals from the FDA and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of stock-based awards and other issuances, determination of the fair value of identifiable assets and liabilities in connection with business combinations including associated intangible assets and goodwill, contingent consideration, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets, eligibility of expenses for the Australia research and development refundable tax credits, impairment of intangible assets or goodwill; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates.

Foreign Currency Translation and Transactions

The functional currency of the Company’s wholly-owned subsidiaries are the Australian Dollar and the Euro. The Company's financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive loss, as a separate component of equity.

Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the condensed consolidated statements of operations and comprehensive loss.

Significant Accounting Policies

There have been no significant changes to the accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023.

Segments

The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in Italy.

Business Combinations

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business.

The Company accounts for business combinations using the acquisition method pursuant to the FASB ASC Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company's financial results beginning on the respective acquisition dates, and that identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using one of three valuation approaches, the income approach, the market approach or the cost approach. The Company reviewed the three valuation approaches and determined the income approach was the most appropriate model to approximate fair value for the EryDel Acquisition. The income approach model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Any excess of the fair value of consideration transferred (the “Purchase Price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of identifiable assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred.

Intangible Assets

Intangible assets with a definite useful life are amortized on a straight-line basis over the estimated useful life of the related assets. Intangible assets with an indefinite useful life are not amortized. Intangible assets acquired in a business combination or an acquisition that are used in research and development activities (regardless of whether they have an alternative future use) shall be considered indefinite lived until the completion or abandonment of the associated research and development efforts. Intangible assets acquired in a business combination are initially recorded at fair value. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment. Once the research and development efforts are completed or abandoned, the entity shall determine the useful life of the assets. An intangible asset shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount, If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the intangible asset. Qualitative factors to be considered include but are not limited to:

•

Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows

•

Legal/regulatory factors or progress and results of clinical trials

•

Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset

•

Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment

•

Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill.

Contingent Consideration

The Company determines the acquisition date fair value of contingent consideration using a discounted cash flow method, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC Topic 820, Fair Value Measurement. The significant inputs in the Level 3 measurement not supported by market activity included our probability assessments of expected future cash flows related to the Company's acquisition of EryDel in October 2023, during the contingent consideration period, appropriately discounted considering the uncertainties associated with the earnout obligation, and calculated in accordance with the terms of the definitive agreement. The liabilities for the contingent consideration are established at the time of the acquisition and will be evaluated on a quarterly basis based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period. During the three months ended March 31, 2024, the Company recorded a $2.5 million adjustment to increase the fair value of its contingent consideration related to the acquisition of EryDel. The adjustment is reflected within operating loss on the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligations may result from changes in probability assumptions with respect to the likelihood of achieving the various contingent payment obligations. Significant increases or decreases in the inputs noted above in isolation would result in a significantly lower or higher fair value measurement.

Cash, Cash Equivalents and Investments

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash equivalents include marketable securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and at the end of each reporting period. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date are classified as short-term investments. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term investments. Collectively, cash equivalents, short-term investments and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive loss in the consolidated statements of operations and included as a separate component of consolidated statements of stockholders’ equity (deficit). Realized gains and losses are included in interest income in the consolidated statements of operations and comprehensive loss.

Premiums (discounts) are amortized (accreted) over the life of the related investment as an adjustment to yield using the straight-line interest method. Dividend and interest income are recognized when earned. These amounts are recorded in “interest income” in the consolidated statements of operations and comprehensive loss.

Recent Accounting Pronouncements Not Yet Adopted

The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements:

Improvements to Income Tax Disclosures (ASC 740): In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures." This ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under this ASU, entities must consistently

categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The ASU is effective in December 2024 under a prospective approach. Early adoption is permitted. The Company is evaluating the disclosure requirements related to the new standard.

Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”): In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses, including for single reportable segment entities. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the disclosure requirements related to the new standard.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Aug. 04, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Australia research and development refundable tax credit		$ 971		$ 993
Prepaid expenses and other current assets		2,616		$ 2,381
Cash severance payments	$ 500	300
Expenses related to employment obligation		100
Severance costs recognized		100
Additional cash bonous severance percentage	100.00%
Share based compensation accelerated vesting percentage	50.00%
Stock-based compensation expense related to options granted	$ 100	1,274	$ 1,481
Option
Restructuring Cost and Reserve [Line Items]
Accelerated vesting, number of options	612,141
Restricted Stock Awards
Restructuring Cost and Reserve [Line Items]
Accelerated vesting, number of options	54,757
Novosteo
Restructuring Cost and Reserve [Line Items]
Australia research and development refundable tax credit		0	500
Prepaid expenses and other current assets			500
Ery Del
Restructuring Cost and Reserve [Line Items]
Reductions in research and development expense		$ 400	$ 0

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 3. Fair Value Measurements

The fair value of the Company's financial instruments reflects the amounts that the Company estimates that it would receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company discloses and recognizes the fair value of the assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active.

Level 3 - Inputs that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company's financial instruments are carried in the accompanying condensed consolidated balance sheets at amounts that approximate fair value.

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the quarter ended March 31, 2024 and December 31, 2023.

The Company elected the fair value option for the EIB Loan assumed as part of the EryDel Acquisition. The Company adjusted the EIB Loan to fair value through the change in fair value of debt in the accompanying consolidated statements of operations and comprehensive loss. Subsequent unrealized gains and losses on items for which the fair value option is elected are reported in earnings. The Company will breakout any change in value due to credit loss in accumulated other comprehensive loss. For the three months ended March 31, 2024 , there was no change in value due to credit loss.

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2024 and December 31, 2023 are presented in the following tables (in thousands):


	Fair Value Measurements as of March 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,315	$	5,315	$	—	$	—
Certificates of Deposit		490		—		490		—
Government and agency notes		60,424		—		60,424		—
Total Assets	$	66,229	$	5,315	$	60,914	$	—
Liabilities:
Contingent consideration		60,251		—		—		60,251
Long-term debt		13,518		—		—		13,518
Total	$	73,769	$	—	$	—	$	73,769


	Fair Value Measurements as of December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	4,285	$	4,285	$	—	$	—
Certificates of Deposit		729		—		729		—
Government and agency notes		68,524		3,971		64,553		—
Total Assets	$	73,538	$	8,256	$	65,282	$	—
Liabilities:
Contingent consideration		57,706		—		—		57,706
Long-term debt		13,429		—		—		13,429
Total	$	71,135	$	—	$	—	$	71,135

The Company classifies certificates of deposit and government and agency notes as Level 2 investments as the Company uses quoted prices for similar assets sourced from certain third-party pricing services. The third-party pricing services generally utilize industry standard valuation models for which all significant inputs are observable, either directly or indirectly, to estimate the price or fair value of the securities. The primary input generally includes reported trades of or quotes on the same or similar securities. The Company does not make additional judgments or assumptions made to the pricing data sourced from the third-party pricing services.

Level 3 Assets and Liabilities

Contingent Consideration

The following table reflects the changes in present value of acquisition related accrued earnouts of contingent consideration liability using significant unobservable inputs (Level 3) for the three months ended March 31, 2024:


	(in thousands)
Beginning Balance as of January 1, 2024	$	57,706
Change in fair value of contingent consideration		2,545
Ending Balance as of March 31, 2024	$	60,251

The following table summarizes the quantitative information including the unobservable inputs related to the Company's acquisition related accrued earnout as of March 31, 2024 (in thousands except for percentages):


	March 31, 2024		Valuation Technique	Unobservable Input	Range (Input Used)
Contingent consideration	$	60,251	Expected present value	Probability of achieving earnout objectives per the purchase agreement	0% - 100%

Long-term Debt

The following table presents the changes in the fair value of the Level 3 EIB Loan for the three months ended March 31, 2024:


	(in thousands)
Beginning Balance as of January 1, 2024	$	13,429
Change in fair value		388
Due to foreign currency translation		(299	)
Ending Balance as of March 31, 2024	$	13,518

The following table summarizes the quantitative information including the unobservable inputs related to the Company's acquisition related long term debt as of March 31, 2024 (in thousands except for percentages):


	March 31, 2024		Valuation Technique	Unobservable Input	Range (Input Used)
EIB loan	$	13,518	Expected present value	Credit quality of company and credit spreads for comparable debt	13%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Intangible Assets - Schedule of Carrying Amount of Indefinite Lived Intangible Asset (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]
Impairment charge	$ 0	$ (5,900)
Ery Del [Member]
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill), Beginning Balance	63,197
Impairment charge	0
Foreign curency translation adjustments	(1,402)
Indefinite-Lived Intangible Assets (Excluding Goodwill), Ending Balance	$ 61,795

Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Future minimum principal payments

Future minimum principal payments, as of March 31, 2024 are as follows (in thousands):


Quarter ended March 31, 2024	Amount
2024	$	—
2025		—
2026		11,053
2027 and thereafter		—
Total future minimum payments		11,053
Imputed interest		2,465
Total Debt as of March 31, 2024	$	13,518

Stock-Based Compensation - Summary of Activity for Service-based Stock Options (Details) - Service Based Stock Options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options and Unvested Shares, beginning balance	4,267,178
Number of Options and Unvested Shares, granted	3,242,000
Number of Options and Unvested Shares, exercised	(149,999)
Number of Options and Unvested Shares, ending balance	7,359,179	4,267,178
Number of Options and Unvested Shares, vested and expected to vest	7,359,179
Number of Options and Unvested Shares, exercisable	1,207,209
Weighted Average Exercise Price, beginning balance	$ 5
Weighted Average Exercise Price, granted	1.31
Weighted Average Exercise Price, exercised	0.94
Weighted Average Exercise Price, exercised, cancelled / forfeited	0
Weighted Average Exercise Price, ending balance	3.45	$ 5
Weighted Average Exercise Price, vested and expected to vest	3.45
Weighted Average Exercise Price, exercisable	$ 13.51
Weighted average remaining contractual life	9 years 1 month 2 days	8 years 10 months 6 days
Weighted average remaining contractual life, vested and expected to vest	9 years 1 month 2 days
Weighted average remaining contractual life, exercisable	7 years 7 days
Aggregate intrinsic value	$ 201	$ 197
Aggregate intrinsic value, exercised	64
Aggregate intrinsic value, vested and expected to vest	201
Aggregate intrinsic value, exercisable	$ 28
2022 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options and Unvested Shares, beginning balance	2,333,306
Number of Options and Unvested Shares, ending balance	2,333,306	2,333,306
Number of Options and Unvested Shares, vested and expected to vest	2,333,306
Number of Options and Unvested Shares, exercisable	1,069,431
Weighted Average Exercise Price, beginning balance	$ 2.98
Weighted Average Exercise Price, ending balance	2.98	$ 2.98
Weighted Average Exercise Price, vested and expected to vest	2.98
Weighted Average Exercise Price, exercisable	$ 2.98
Weighted average remaining contractual life	8 years 1 month 24 days	8 years 4 months 20 days
Weighted average remaining contractual life, vested and expected to vest	8 years 1 month 24 days
Weighted average remaining contractual life, exercisable	8 years 1 month 24 days
Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options and Unvested Shares, beginning balance	310,431
Number of Options and Unvested Shares, exercised	(90,531)
Number of Options and Unvested Shares, ending balance	219,900	310,431
Number of Options and Unvested Shares, vested and expected to vest	219,900
Number of Options and Unvested Shares, exercisable	64,682
Weighted Average Exercise Price, beginning balance	$ 0.55
Weighted Average Exercise Price, exercised	0.55
Weighted Average Exercise Price, ending balance	0.55	$ 0.55
Weighted Average Exercise Price, vested and expected to vest	0.55
Weighted Average Exercise Price, exercisable	$ 0.55
Weighted average remaining contractual life	7 years 11 months 23 days	8 years 2 months 23 days
Weighted average remaining contractual life, vested and expected to vest	7 years 11 months 23 days
Weighted average remaining contractual life, exercisable	7 years 11 months 23 days
Aggregate intrinsic value	$ 112	$ 155
Aggregate intrinsic value, exercised	74
Aggregate intrinsic value, vested and expected to vest	112
Aggregate intrinsic value, exercisable	$ 33

Stock-Based Compensation - Additional Information (Details) - USD ($)				3 Months Ended
	Aug. 04, 2023	May 19, 2022	May 09, 2022	Mar. 31, 2024	Mar. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting rights	50.00%
Stock-based compensation expense related to options granted	$ 100,000			$ 1,274,000	$ 1,481,000
Income tax benefits recognized				0
Unamortized employee stock-based compensation				$ 6,800,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				3 years 29 days
One Year Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting rights		25.00%		25.00%
Three Year Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting rights		75.00%		75.00%
Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unamortized employee stock-based compensation				$ 400,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				1 year 11 months 23 days
Warrants to purchase common stock, per share		$ 0.0911
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards vesting period				2 years
Total fair value of shares vested				$ 24,700
Aggregate intrinsic value				5,700
Stock-based compensation expense related to options granted				4,000	18,000
Unamortized employee stock-based compensation				$ 0
Restricted Stock Units \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards vesting period				2 years
Restricted Stock Units \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards vesting period				4 years
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unamortized employee stock-based compensation				$ 500,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				1 year 5 months 26 days
Restricted Stock Awards \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance		0.0911
Employees And Non Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				$ 800,000	800,000
Employees And Non Employees \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				49,000,000	59,000,000
Employees And Non Employees \| Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				$ 80,000	128,000
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum aggregate number of shares that may be issued under the plan				11,755,418
Increase in number of shares available for issuance as proportion of shares of common stock				2,146,354
Percentage of common stock outstanding				4.00%
Award grant period				10 years
Rate of purchase price of stock on fair value (as a percent)				100.00%
Voting rights in percentage				10
Common stock reserved for issuance				2,482,713
Stock based awards vesting period				4 years
2019 Plan \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum aggregate number of shares that may be issued under the plan		544,985
2019 Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Monthly installments over the remaining vesting period				3 years
2019 Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Rate of purchase price of stock on fair value (as a percent)				110.00%
Stock options granted maximum period				ten years
Monthly installments over the remaining vesting period				4 years
2019 ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increase in number of shares available for issuance as proportion of shares of common stock				536,589
Percentage of common stock outstanding				1.00%
Common stock reserved for issuance				1,924,262
Maximum period for common stock shares reserved for future issuance				10 years
2019 ESPP \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance				246,797
2022 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increase in number of shares available for issuance as proportion of shares of common stock			4,000,000
Award grant period			10 years
Rate of purchase price of stock on fair value (as a percent)			100.00%
Common stock reserved for issuance				1,666,694
Unamortized employee stock-based compensation				$ 2,800,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				2 years 1 month 20 days
2022 Inducement Plan \| Employees And Non Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				$ 329,000	$ 503,000
2019 Novosteo Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award grant period		10 years
Rate of purchase price of stock on fair value (as a percent)		100.00%
Voting rights in percentage		10
Stock options granted maximum period		ten years
Stock based awards vesting period		4 years
2019 Novosteo Plan [Member] \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Monthly installments over the remaining vesting period		3 years
2019 Novosteo Plan [Member] \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Rate of purchase price of stock on fair value (as a percent)		110.00%
Monthly installments over the remaining vesting period		4 years

Intangible Assets - Schedule carrying amount of goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 17,625
Foreign currency translation adjustments	(380)
Goodwill, Ending Balance	$ 17,245

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Stockholders Equity	3 Months Ended
Stockholders Equity	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
Stockholders Equity	Note 7. Stockholders’ Equity On April 5, 2023, the Company’s Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the common stock of the Company. The dividend was effective as of April 17, 2023 (the “Record Date”) with respect to stockholders of record on that date. The Rights also attached to shares of common stock issued after the Record Date. Each Right entitled the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, (the “Preferred Shares”), of the Company at a price of $6.00 per one one-thousandth of a Preferred Share, subject to adjustment.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Less: accumulated amortization and depreciation	$ (530)	$ (507)
Property and equipment, net	234	234
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment	35	36
Computer Software
Property Plant And Equipment [Line Items]
Property and equipment	29	30
Lab Equipment
Property Plant And Equipment [Line Items]
Property and equipment	476	486
Leasehold Improvement
Property Plant And Equipment [Line Items]
Property and equipment	35	36
Office Furniture
Property Plant And Equipment [Line Items]
Property and equipment	$ 189	$ 153

Net Loss Per Share - Schedule of Outstanding Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	10,063,811	7,986,047
Stock Options Issued and Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	9,912,385	7,592,046
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	0	5,950
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	151,426	388,051

Business Combination - Schedule of Fair Value of the Total Purchase Consideration Transferred (Parenthetical) (Details)	Oct. 20, 2023 shares
Ery Del [Member]
Business Acquisition [Line Items]
Quince Therapeutics common stock, Shares	7,250,352

Business Combination - Schedule of Fair Value of the Total Purchase Consideration Transferred (Details) - Ery Del $ in Thousands	Oct. 20, 2023 USD ($)
Business Acquisition [Line Items]
Cash	$ 2,615
Quince Therapeutics common stock (7,250,352 shares)	7,164
Contingent consideration	56,128
Settlement of preexisting notes receivable	1,000
Fair value of total consideration transferred	$ 66,907

Balance Sheet Components - Summary of Accrued Severance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Balance Sheet Components [Abstract]
Beginning accrued severance	$ 341	$ 0
Incurred during the period	0	268
Severance paid during the period	(128)	(237)
Ending accrued severance	$ 213	$ 31

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Impairment charges	$ 0	$ 0
Fair value assets transfers out of level 3	$ 0		$ 0

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 8. Stock-Based Compensation

The Company operates three stock plans as of March 31, 2024.

•

2019 Equity Incentive Plan (Quince)

•

2019 Equity Incentive Plan (Novosteo)

•

2022 Inducement Plan (Quince)

2019 Equity Incentive Plan (Quince)

On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and on April 25, 2019 amended, restated and re-named the 2014 Plan as the 2019 Equity Incentive Plan (the “Quince 2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the Quince 2019 Plan.

The Quince 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. As of March 31, 2024, the maximum aggregate number of shares that may be issued under the 2019 Plan is 11,755,418 shares of the Company’s common stock. In addition, the number of shares available for issuance under the Quince 2019 Plan will be annually increased on the first day of each fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4% of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Board may determine.

The Quince 2019 Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the Quince 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company's Board of Directors, the 2019 Plan will automatically terminate on April 23, 2029.

As of March 31, 2024, the Company had 2,482,713 shares available for future issuance under the Quince 2019 Plan.

Stock Options

Stock options under the 2019 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant. If, at the time of grant, the optionee directly owns stocks representing more than 10% of the voting power of all our outstanding capital stock, the exercise price for these options must be at least 110% of the fair value of the underlying common stock. Stock options granted to employees and non-employees generally have a maximum term of ten years and vest over four years from the vesting commencement date, of which 25% vest on the one-year anniversary of the vesting commencement date, and 75% vest in equal monthly installments over the remaining three years or monthly vesting over 3 to 4 years. We may grant options with different vesting terms from time to time. Unless an employee's or non-employee's termination is due to cause, disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of the three months from the termination date or expiration of the option, whichever is earlier.

Activity for service-based stock options under the Quince 2019 Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance as of December 31, 2023		4,267,178		$	5.00		8.85	$	197
Options granted		3,242,000			1.31		—		—
Options exercised		(149,999	)		0.94		—		64
Options cancelled / forfeited		—			0.00		—		—
Balance as of March 31, 2024		7,359,179		$	3.45		9.09	$	201
Options vested and expected to vest as of March 31, 2024		7,359,179			3.45		9.09		201
Options exercisable as of March 31, 2024		1,207,209		$	13.51		7.02	$	28

For the three months ended March 31, 2024 and 2023 the Company recognized stock-based compensation expense of $0.8 million and $0.8 million, respectively, related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of March 31, 2024, total unamortized employee stock-based compensation was $6.8 million, which is expected to be recognized over the remaining estimated vesting period of 3.08 years.

Restricted Stock Units (“RSUs”)

RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The fair value of RSUs is based upon the closing sales price of the Company’s common stock on the grant date. RSUs granted to employees generally vest over a 2–4 year period.

The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2023		1,488		$	4.30
RSUs granted		-			—
RSUs vested		(1,488	)		4.30
RSUs cancelled		—			—
Unvested - March 31, 2024		—		$	—

The fair value of the RSUs is determined on the grant date based on the fair value of the Company’s common stock. The fair value of the RSUs is recognized as expense ratably over the vesting period of two years. The total grant date fair value of the RSUs vested during the three months ended March 31, 2024 was $24,700. The aggregate intrinsic value of the shares of the RSUs vested during the three months ended March 31, 2024 was $5,700.

For the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $4,000 and $18,000 respectively, related to these RSUs. As of March 31, 2024, total unamortized stock-based compensation related to RSUs was $0.

2019 Equity Incentive Plan (Novosteo)

On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed the 2019 Novosteo, Inc. Equity Incentive Plan (the "2019 Novosteo Plan"). The 2019 Novosteo Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Novosteo legacy employees. On the closing date, each outstanding Novosteo stock option granted under Novosteo’s equity compensation plans was converted into a corresponding stock option with the number of shares underlying such option and the applicable exercise price adjusted based on the exchange ratio of 0.0911. Each such converted stock option continues to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo stock option prior to the Acquisition. The maximum aggregate number of shares that may be issued under the 2019 Novosteo Plan is 544,985 shares of the Company’s common stock.

The 2019 Novosteo Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Novosteo Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Novosteo Plan will automatically terminate on May 20, 2029.

Stock options under the 2019 Novosteo Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant. If, at the time of grant, the optionee directly owns stocks representing more than 10% of the voting power of all our outstanding capital stock, the exercise price for these options must be at least 110% of the fair value of the underlying common stock. Stock options granted to employees and non-employees generally have a maximum term of ten years and vest over four years from the vesting commencement date, of which 25% vest on the one-year anniversary of the vesting commencement date, and 75% vest in equal monthly installments over the remaining three years or monthly vesting over 3 to 4 years. We may grant options with different vesting terms from time to time. Unless an employee's or non-employee's termination is due to cause, disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of the three months from the termination date or expiration of the option, whichever is earlier.

As of March 31, 2024, the Company had 246,797 shares available for future issuance under the 2019 Novosteo Plan.

Activity for service-based stock options under the 2019 Novosteo Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance as of December 31, 2023		310,431		$	0.55		8.23	$	155
Options granted		—			—		—		—
Options exercised		(90,531	)		0.55		—		74
Options cancelled / forfeited		—			—		—		—
Balance as of March 31, 2024		219,900		$	0.55		7.98	$	112
Options vested and expected to vest as of March 31, 2024		219,900			0.55		7.98		112
Options exercisable as of March 31, 2024		64,682		$	0.55		7.98	$	33

For the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $49,000 and $59,000, respectively, related to options granted to employees and non-employees for the 2019 Novosteo Plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of March 31, 2024, total unamortized employee stock-based compensation was $0.4 million, which is expected to be recognized over the remaining estimated vesting period of 1.98 years.

On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed a number of restricted stock award ("RSA") agreements with certain employees. Each outstanding Novosteo RSA was converted into a corresponding RSA with the number of shares underlying such RSA adjusted into 0.0911 shares of common stock. Each such converted RSA will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo RSA prior to the Acquisition.

Restricted Stock Awards


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2023		175,764		$	3.30
RSAs granted		—			—
RSAs vested		(24,338	)		3.30
RSAs cancelled		—			—
Unvested - March 31, 2024		151,426		$	3.30

For the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $80,000 and $128,000, respectively, related to restricted stock awards. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of March 31, 2024, total unamortized employee stock-based compensation was $0.5 million, which is expected to be recognized over the remaining estimated vesting period of 1.49 years.

2022 Inducement Plan

On May 9, 2022, the Company's Board of Directors approved 4,000,000 shares of the Registrant's common stock that may be offered or issued under the Quince Therapeutics, Inc. 2022 Inducement Plan (the "2022 Inducement Plan"). The 2022 Inducement Plan was adopted by the independent members of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with rule awards under those plans may only be made to an employee who has not previously been an employee or member of the Board or of any board of directors of any parent or subsidiary of the Company, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or

her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the Quince 2019 Plan.

Options under the 2022 Inducement Plan may be granted for periods of up to 10 years at prices no less than 100% of the fair market value of the shares on the date of grant. Options granted to employees may have different performance goals or other vesting provisions (including continued employment) in accordance with Award Agreement. Unless an employee's termination service is due to disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of the three months or expiration of the option, whichever is earlier.

As of March 31, 2024, the Company had 1,666,694 shares available for future issuance under the 2022 Inducement Plan.

Activity for service-based stock options under the 2022 Inducement Plan is as follows:


	Number of Options and Unvested Shares		Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
							(In thousands)
Balance as of December 31, 2023		2,333,306	$	2.98		8.39		—
Options granted		—		—		—		—
Options exercised		—		—		—		—
Options cancelled / forfeited		—		—		—		—
Balance as of March 31, 2024		2,333,306	$	2.98		8.15		—
Options vested and expected to vest as of March 31, 2024		2,333,306		2.98		8.15		—
Options exercisable as of March 31, 2024		1,069,431	$	2.98		8.15		—

For the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of and $329,000 and $503,000, respectively, related to options granted to employees and non-employees for the 2022 Inducement Plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive for stock-based compensation arrangements. As of March 31, 2024, total unamortized employee stock-based compensation was $2.8 million, which is expected to be recognized over the remaining estimated vesting period of 2.14 years.

Stock-Based Compensation Expense

The following table summarizes employee and non-employee stock-based compensation expense for the three months ended March 31, 2024 and 2023 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended March 31,
	2024		2023
General and administrative expense	$	1,168	$	1,123
Research and development expense		106		358
Total stock-based compensation	$	1,274	$	1,481

Employee Stock Purchase Plan

On April 24, 2019, the Company's Board of Directors adopted its 2019 Employee Stock Purchase Plan (“2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 1,924,262 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the lesser of: (i) 536,589 shares; (ii) 1% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company's Board of Directors. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net Loss	$ (11,149)	$ (12,254)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	1,274	1,481
Depreciation and amortization	40	17
Impairment loss on operating lease	0	66
Loss on disposal of fixed assets	0	73
Equity investment in Lighthouse, Inc.	0	(70)
Change in the fair value of contingent consideration liabilities	2,545	0
Change in fair value of long-term debt	388	0
Non-cash intangible impairment charge	0	5,900
Amortization of discount on available-for-sale investments	(646)	(139)
Change in deferred tax liabilities due to acquisition of Novosteo, Inc.	0	(248)
Changes in operating assets and liabilities, net of acquisitions:
Prepaid expenses and other current assets	(440)	1,413
Right of use assets, operating leases and operating lease liabilities	(35)	(45)
Other assets	(8)	0
Accounts payable	59	1,081
Accrued expenses and other current liabilities	(381)	(844)
Net cash used in operating activities	(8,353)	(3,569)
Cash flow from investing activities:
Purchase of investments	(39,292)	(7,691)
Proceeds from maturities of investments	48,245	13,277
Proceeds from disposal of assets	0	90
Purchase of property and equipment	(39)	(136)
Net cash provided by investing activities	8,914	5,540
Cash flows from financing activities:
Payments of finance leases	0	(6)
Proceeds from issuance of common stock on exercise of stock options	190	56
Net cash provided by financing activities	190	50
Effect of exchange rate changes on cash	310	114
Net increase in cash and cash equivalents	1,061	2,135
Cash and cash equivalents at beginning of period	20,752	44,579
Cash and cash equivalents at end of period	21,813	46,714
Supplemental disclosures of non-cash information:
Right-of-use assets obtained in exchange for new operating lease liabilities	227	0
Right-of-use asset and financing lease liability reduction as a result of lease modification	$ 0	$ (70)

Business Combination - Additional Information (Details) $ / shares in Units, $ in Thousands	Oct. 20, 2023 USD ($) $ / shares shares	Mar. 31, 2024 shares	Dec. 31, 2023 shares
Business Acquisition [Line Items]
NDA Acceptance Under Contigent Consideration	$ 25,000
Business Combination Discount Rate	15.00%
Common stock, shares issued \| shares		43,215,233	42,973,215
Specified Approval Milestones [Member]
Business Acquisition [Line Items]
Milestone Payment	$ 60,000
Ery Del
Business Acquisition [Line Items]
Deferred tax liability	5,098
Uncertain tax position liability	500
Fair value of total consideration transferred	66,907
Maximum amount of future consideration payment	485,000
Amount payable upon achievement of specified milestone.	5,000
Milestone achievement related to market and sales	395,000
Payments made for acquisition of Promissory Notes Agreement	1,000
Payments to Acquire Notes Receivable	1,000
Interest Receivable	1,300
In-process Research and Development	$ 61,096
Share price \| $ / shares	$ 0.989
Common stock, shares issued \| shares	6,525,315
Common Stock withheld \| shares	725,037
Business acquisition, transaction costs	$ 2,500
Dicounted earning after tax	16.60%
Royalty Rate Utilizing Under Income Approach	0.30%
Discounted Value To Present Value Of Intangible Assets	16.60%
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	21 years
Ery Del \| Probability Of Achievement [Member] \| Maximum \| Contingent consideration [Member]
Business Acquisition [Line Items]
Input Used		100
Ery Del \| Probability Of Achievement [Member] \| Minimum \| Contingent consideration [Member]
Business Acquisition [Line Items]
Input Used		0
Ery Del \| In Process Research and Development [Member]
Business Acquisition [Line Items]
Fair value of identifiable intangible assets	$ 60,600
Ery Del \| Trade Names
Business Acquisition [Line Items]
In-process Research and Development	500
Ery Del \| General and Administrative Expense
Business Acquisition [Line Items]
Business acquisition, transaction costs	2,300
Ery Del \| Research and Development Expense
Business Acquisition [Line Items]
Business acquisition, transaction costs	$ 200

Long-term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-term Debt

Note 9. Long-term Debt

In connection with the acquisition of EryDel on October 20, 2023, the Company assumed an unsecured line of credit between EryDel and the European Investment Bank (the "EIB Loan"). The EIB Loan was amended and restated as of the acquisition date. The EIB Loan provides for maximum borrowings of 30.0 million euro through four tranches; tranche A, 3.0 million euro; tranche B, 7.0 million euro; tranche C, 10.0 million euro; and tranche D, 10.0 million euro. Each tranche is subject to conditions precedent related to the Company’s business and capitalization. The unused portions of each tranche may be canceled by the Company at any time, subject to a cancellation fee. As of March 31, 2024, only tranches A and B have been drawn. All amounts due under tranche A and B are payable on their maturity date of August 2026. Tranche C and D are payable in equal installments of principal together with all amounts outstanding under the tranches on the repayment dates specified in the relevant Disbursement Offer. The first Repayment Date of tranche C shall fall not earlier than twelve months from the Disbursement Date of such tranche. The last Repayment Date of tranche C and tranche D shall fall not later than 5 years from the Disbursement Date of tranche C and tranche D, respectively. The EIB Loan bears interest at fixed rates for each tranche and is payable on the maturity date for each Tranche. The fixed rates range from 7.0% to 9.0% per annum. As of March 31, 2024, principal of 10.0 million euros ($10.8 million) was outstanding on the EIB Loan and it is recorded as Long-term debt on the condensed consolidated balance sheet at fair value with imputed interest of 9.0% included.

The Company may voluntarily prepay, in whole or in part with a prepayment premium. In the event of an occurrence of an event of default or a change in control, as specified in the Debt Agreement, the Company will be required to prepay the outstanding EIB Debt.

The Debt Agreement includes a provision for additional remuneration to be paid in addition to interest. The amount of additional remuneration to be paid is equal to 2.5% of revenue up to 125.0 million euros, plus 1.85% of revenue between 125.0 and 250.0 million euros, plus 1.0% of revenue in excess of 250.0 million euros, multiplied by a varying percentage based on how many tranches have been drawn. The varying percentage is equal to 30.0% in the event tranche A has been drawn, 50.0% in the event tranche A and B have been drawn, 80.0% in the event tranche A, B and C have been drawn, and 100.0% in the event all four tranches have been drawn. The additional remuneration is payable for seven years, during the period January 1, 2026, through December 31, 2032. In the event of an occurrence of an event of default or prepayment, the Company may be required to pay an additional remuneration buyout fee.

The Company elected to account for the EIB Loan at fair value, which requires the EIB Loan to be recorded at fair value at issuance and at the end of each reporting period. Gains or losses upon remeasurement are to be recorded in other expense, net in the condensed consolidated statements of operations and comprehensive income. The Company presents separately in other comprehensive income the portion of the total change in the fair value of the EIB Loan that results from a change in instrument-specific credit risk. The EIB Loan’s fair value at the date it was assumed adjusted its carrying value based on using a discounted cash flow analysis with a discount rate based on a yield curve that was adjusted for credit rating. The change in fair value as of March 31, 2024 was determined using a discounted cash flow analysis discounted at the market yield. The significant inputs used to

measure the market yield as of March 31, 2024 relative to the date the EIB Loan was assumed was the change in credit quality of the Company, the change in credit spreads for comparable debt instruments, and the change in the risk-free rate. As of March 31, 2024, the fair value of the EIB Loan is valued at $13.5 million, which includes a fair value adjustment of $0.4 million and foreign currency translation of $0.3 million during the three months ended March 31, 2024.

Future minimum principal payments, as of March 31, 2024 are as follows (in thousands):


Quarter ended March 31, 2024	Amount
2024	$	—
2025		—
2026		11,053
2027 and thereafter		—
Total future minimum payments		11,053
Imputed interest		2,465
Total Debt as of March 31, 2024	$	13,518

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Intangible Assets - Schedule of Carrying Amount of Finite-Lived Intangible Asset (Details) - Ery Del - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Impairment charge	$ 0	$ 0
Foreign curency translation adjustments	8	19
Finite-Lived Intangible Assets, Net Carrying Value	458	475
Trade Names
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets	$ 460	460
Useful life	21 years
Accumulated Amortization	$ (10)	(4)
Finite-Lived Intangible Assets, Net Carrying Value	$ 450	$ 456

Fair Value Measurements - Summary of Quantitative Information About Fair Value Measurements (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Contingent consideration [Member]
Debt Securities, Available-for-Sale [Line Items]
Fair Value Measurements	$ 60,251
Contingent consideration [Member] \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Input Used	100
Contingent consideration [Member] \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Input Used	0
EIB loan
Debt Securities, Available-for-Sale [Line Items]
Fair Value Measurements	$ 13,518
Input Used	13

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Cash, Cash Equivalents and Investments

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Cash, Cash Equivalents and Investments

Note 4. Cash, Cash Equivalents and Investments

The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands):


	March 31, 2024		December 31, 2023
Cash and cash equivalents:
Cash	$	1,594	$	1,521
Money market funds		5,315		4,285
Government and agency notes		14,904		14,946
Total cash and cash equivalents	$	21,813	$	20,752

Short-term investments:
Certificates of deposit	$	490	$	729
Government and agency notes		45,520		53,578
Total short-term investments	$	46,010	$	54,307

The Company's investments are classified as available-for-sale securities. As of March 31, 2024, the weighted average remaining contractual maturities of available-for-sale securities was approximately 2 months. The unrealized gain (loss) activity related to the Company’s available-for-sale securities is included in the Company’s accumulated other comprehensive income. There were no significant realized gains or losses recognized on the sale or maturity of available-for-sale securities for the three months ended March 31, 2024 and 2023, and as a result, the Company did not reclassify any amounts out of accumulated other comprehensive income. Based on the Company’s review of its available-for-sale securities, the Company has a limited number of available-for-sale securities in insignificant loss positions as of March 31, 2024. No other-than-temporary impairments on these securities were recognized for the three months ended March 31, 2024 and 2023.

The Company periodically assess our investment in available-for-sale securities for impairment losses and credit losses. The amount of credit losses are determined by comparing the difference between the present value of future cash flows expected to be collected on these securities and the amortized cost. Factors considered in assessing credit losses include the position in the capital structure, vintage and amount of collateral, delinquency rates, current credit support, and geographic concentration. There have been no impairment and credit losses related to available-for-sale securities for the three months ended March 31, 2024 and 2023.

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in interest and other income, net in the statement of operations and comprehensive loss. If neither criteria is met, the Company evaluates whether the decline in fair value is related to credit-related factors or other factors. In making this assessment, management considers the extent to which fair

value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. Credit-related impairment losses, limited by the amount that the fair value is less than the amortized cost basis, are recorded through an allowance for credit losses in interest and other income, net.

Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit factors are recognized in accumulated other comprehensive income, net of tax as a separate component of stockholders’ equity, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in interest and other income, net in the condensed statement of operations and comprehensive loss.

For purposes of identifying and measuring credit-related impairments, the Company’s policy is to exclude applicable accrued interest from both the fair value and amortized cost basis of the related security. The Company has elected to write-off uncollectible accrued interest receivable balances in a timely manner, which is defined by the Company as when interest due becomes 90 days delinquent. The accrued interest write-off will be recorded by reversing interest income. Accrued interest receivable is recorded in other current assets on the condensed balance sheets.

The following table summarizes the available-for-sale securities (in thousands):


	Fair Value Measurements as of March 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	5,315	$	—	$	—		$	5,315
Certificates of Deposit		490		—		—			490
Government and agency notes		60,426		1		(3	)		60,424
Total cash equivalents and investments	$	66,231	$	1	$	(3	)	$	66,229

Classified as:
Cash equivalents (original maturities within 90 days)								$	20,219
Short-term investments (maturities within one year)									46,010
Total cash equivalents and investments								$	66,229


	Fair Value Measurements as of December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	4,285	$	—	$	—		$	4,285
Certificates of Deposit		735		—		(6	)		729
Government and agency notes		68,528		13		(17	)		68,524
Total cash equivalents and investments	$	73,548	$	13	$	(23	)	$	73,538

Classified as:
Cash equivalents (original maturities within 90 days)								$	19,231
Short-term investments (maturities within one year)									54,307
Total								$	73,538

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 342	$ 365
Prepaid insurance	568	809
Prepaid research and development expenses	687	133
Short-term Italian research and development refundable tax credit	971	993
Other current assets	48	81
Total prepaid expenses and other current assets	$ 2,616	$ 2,381

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Oct. 20, 2023
Lessee Lease Description [Line Items]
Operating lease liability	$ 573		$ 385
Operating lease asset	576		$ 385
Ery Del \| Other Operating Leases
Lessee Lease Description [Line Items]
Operating lease liability				$ 200
Operating lease asset				200
Maximum
Lessee Lease Description [Line Items]
Rent expenses	100	$ 100
Bresso, Italy \| Ery Del
Lessee Lease Description [Line Items]
Operating lease liability				400
Operating lease asset				$ 400
Medolla, Italy
Lessee Lease Description [Line Items]
Operating lease asset	$ 200
Medolla, Italy \| Ery Del
Lessee Lease Description [Line Items]
Lease agreement period				12 years
Operating lease liability				$ 100
Operating lease asset				$ 100

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Employee and Non-Employee Stock-Based Compensation Expense


	Three Months Ended March 31,
	2024		2023
General and administrative expense	$	1,168	$	1,123
Research and development expense		106		358
Total stock-based compensation	$	1,274	$	1,481

Service Based Stock Options

Summary of Stock Options Activity

Activity for service-based stock options under the Quince 2019 Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance as of December 31, 2023		4,267,178		$	5.00		8.85	$	197
Options granted		3,242,000			1.31		—		—
Options exercised		(149,999	)		0.94		—		64
Options cancelled / forfeited		—			0.00		—		—
Balance as of March 31, 2024		7,359,179		$	3.45		9.09	$	201
Options vested and expected to vest as of March 31, 2024		7,359,179			3.45		9.09		201
Options exercisable as of March 31, 2024		1,207,209		$	13.51		7.02	$	28

Service Based Stock Options | Novosteo

Summary of Stock Options Activity

Activity for service-based stock options under the 2019 Novosteo Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance as of December 31, 2023		310,431		$	0.55		8.23	$	155
Options granted		—			—		—		—
Options exercised		(90,531	)		0.55		—		74
Options cancelled / forfeited		—			—		—		—
Balance as of March 31, 2024		219,900		$	0.55		7.98	$	112
Options vested and expected to vest as of March 31, 2024		219,900			0.55		7.98		112
Options exercisable as of March 31, 2024		64,682		$	0.55		7.98	$	33

Service Based Stock Options | 2022 Inducement Plan

Summary of Stock Options Activity

Activity for service-based stock options under the 2022 Inducement Plan is as follows:


	Number of Options and Unvested Shares		Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
							(In thousands)
Balance as of December 31, 2023		2,333,306	$	2.98		8.39		—
Options granted		—		—		—		—
Options exercised		—		—		—		—
Options cancelled / forfeited		—		—		—		—
Balance as of March 31, 2024		2,333,306	$	2.98		8.15		—
Options vested and expected to vest as of March 31, 2024		2,333,306		2.98		8.15		—
Options exercisable as of March 31, 2024		1,069,431	$	2.98		8.15		—

Restricted Stock Awards

Summary of Stock Options Activity

Restricted Stock Awards


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2023		175,764		$	3.30
RSAs granted		—			—
RSAs vested		(24,338	)		3.30
RSAs cancelled		—			—
Unvested - March 31, 2024		151,426		$	3.30

Restricted Stock Units

Summary of Stock Options Activity

The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2023		1,488		$	4.30
RSUs granted		-			—
RSUs vested		(1,488	)		4.30
RSUs cancelled		—			—
Unvested - March 31, 2024		—		$	—

Cash, Cash Equivalents and Investments (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis


	March 31, 2024		December 31, 2023
Cash and cash equivalents:
Cash	$	1,594	$	1,521
Money market funds		5,315		4,285
Government and agency notes		14,904		14,946
Total cash and cash equivalents	$	21,813	$	20,752

Short-term investments:
Certificates of deposit	$	490	$	729
Government and agency notes		45,520		53,578
Total short-term investments	$	46,010	$	54,307

Summary of Available-for-Sale Securities

The following table summarizes the available-for-sale securities (in thousands):


	Fair Value Measurements as of March 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	5,315	$	—	$	—		$	5,315
Certificates of Deposit		490		—		—			490
Government and agency notes		60,426		1		(3	)		60,424
Total cash equivalents and investments	$	66,231	$	1	$	(3	)	$	66,229

Classified as:
Cash equivalents (original maturities within 90 days)								$	20,219
Short-term investments (maturities within one year)									46,010
Total cash equivalents and investments								$	66,229


	Fair Value Measurements as of December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	4,285	$	—	$	—		$	4,285
Certificates of Deposit		735		—		(6	)		729
Government and agency notes		68,528		13		(17	)		68,524
Total cash equivalents and investments	$	73,548	$	13	$	(23	)	$	73,538

Classified as:
Cash equivalents (original maturities within 90 days)								$	19,231
Short-term investments (maturities within one year)									54,307
Total								$	73,538

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Fair Value Measurements - Schedule of Changes in Present Value of Acquisition Related Accrued Earnouts of Contingent Consideration Liability (Details) - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance as of January 1, 2024	$ 57,706
Change in fair valuie of contingent consideration	2,545
Ending Balance as of March 31, 2024	$ 60,251

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

Note 6. Leases

In October 2023, as part of the EryDel Acquisition the Company acquired operating leases in which the Company recorded an operating lease right of use asset and liability in total of $0.4 million. This includes a lease agreement renting office space in Bresso, in the Province of Milan, Italy. The Lease Agreement commenced on September 1, 2016 and will end on August 31, 2028. At acquisition date, the Company recorded an operating lease right of use asset and liability of $0.1 million. This also includes a lease agreement renting office space in Medolla, in the Province of Modena, Italy. The Lease Agreement commenced on June 18, 2018, with a duration of 12 years, until January 31, 2030. At acquisition date, the Company recorded an operating lease right of use asset and liability of $0.2 million. The acquired lease agreements also included other operating leases two of which are car leases and the other a printing press.

In January 2024, the above-mentioned Lease Agreement for the office space in Medolla was renegotiated. The new Lease Agreement includes an additional space and commenced on February 1, 2024, and will end on January 31, 2036, substituting the Lease Agreement commenced in June 2018. The Company recorded an additional $0.2 million of operating lease right of use asset and liability as of March 31, 2024.

The Company recognizes lease expense on a straight-line basis over the term of its operating lease. During the three months ended March 31, 2024 and 2023, the Company recorded rent expense of less than $0.1 million.

Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates):


	March 31, 2024			December 31, 2023
Assets:
Operating lease right of use asset, net	$	576		$	385
Liabilities:
Short-term operating lease liability		93			64
Long-term operating lease liability		480			321
Total lease liabilities	$	573		$	385

Other information:
Weighted average remaining lease term	5.5 years			5.4 years
Weighted average discount rate		9.13	%		7.95	%

Future minimum lease payments under lease agreements as of March 31, 2024, were as follows (in thousands):


Fiscal Year
2024 (remainder of the year)	$	105
2025		139
2026		136
2027		130
2028 and thereafter		216
Total lease payments		726
Less: imputed interest		(153	)
Total remaining lease liability	$	573

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Personnel expenses	$ 1,368	$ 2,340
Professional fees	405	211
Research and development expenses	857	564
Current portion of operating lease liabilities	93	64
Other	297	257
Total accrued expenses and other current liabilities	$ 3,020	$ 3,436

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
Research and development	$ 3,702	$ 3,230
General and administrative	4,971	3,826
Intangible asset impairment charge	0	5,900
Fair value adjustment for contingent consideration	2,545	0
Total operating expenses	11,218	12,956
Loss from operations	(11,218)	(12,956)
Fair value adjustment for long-term debt	(388)	0
Interest income	887	700
Other expense, net	(399)	(246)
Net loss before income tax benefit	(11,118)	(12,502)
Income tax (expense) benefit	(31)	248
Net loss	(11,149)	(12,254)
Other comprehensive loss:
Foreign currency translation adjustments	(1,229)	92
Unrealized gain on available-for-sale securities	7	235
Total comprehensive loss	$ (12,371)	$ (11,927)
Net loss per share - basic	$ (0.26)	$ (0.34)
Net loss per share - diluted	$ (0.26)	$ (0.34)
Weighted average shares of common stock outstanding - basic	43,010,212	35,855,200
Weighted average shares of common stock outstanding - diluted	43,010,212	35,855,200

Business Combination - Schedule of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Oct. 20, 2023
Business Acquisition [Line Items]
Goodwill	$ 17,245	$ 17,625
Ery Del [Member]
Business Acquisition [Line Items]
Cash			$ 560
Tax assets			10,187
Other current assets			644
Property and equipment, net			238
Operating lease right-of-use assets, net			383
Other non-current assets			14
Intangible assets			61,096
Goodwill			16,929
Total assets acquired			90,051
Trade payables			(1,685)
Accrued expenses and other current liabilities			(2,943)
Debt, non-current			(12,564)
Other non-current liabilities			(854)
Deferred tax liabilities			(5,098)
Total liabilities assumed			(23,144)
Net assets acquired			$ 66,907

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates):


	March 31, 2024			December 31, 2023
Assets:
Operating lease right of use asset, net	$	576		$	385
Liabilities:
Short-term operating lease liability		93			64
Long-term operating lease liability		480			321
Total lease liabilities	$	573		$	385

Other information:
Weighted average remaining lease term	5.5 years			5.4 years
Weighted average discount rate		9.13	%		7.95	%

Schedule of Future Minimum Lease Payments Under Lease Agreements

Future minimum lease payments under lease agreements as of March 31, 2024, were as follows (in thousands):


Fiscal Year
2024 (remainder of the year)	$	105
2025		139
2026		136
2027		130
2028 and thereafter		216
Total lease payments		726
Less: imputed interest		(153	)
Total remaining lease liability	$	573

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities to Fair Value Measurements on Recurring Basis


	Fair Value Measurements as of March 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,315	$	5,315	$	—	$	—
Certificates of Deposit		490		—		490		—
Government and agency notes		60,424		—		60,424		—
Total Assets	$	66,229	$	5,315	$	60,914	$	—
Liabilities:
Contingent consideration		60,251		—		—		60,251
Long-term debt		13,518		—		—		13,518
Total	$	73,769	$	—	$	—	$	73,769


	Fair Value Measurements as of December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	4,285	$	4,285	$	—	$	—
Certificates of Deposit		729		—		729		—
Government and agency notes		68,524		3,971		64,553		—
Total Assets	$	73,538	$	8,256	$	65,282	$	—
Liabilities:
Contingent consideration		57,706		—		—		57,706
Long-term debt		13,429		—		—		13,429
Total	$	71,135	$	—	$	—	$	71,135

Schedule of Changes in Present Value of Acquisition Related Accrued Earnouts of Contingent Consideration Liability


	(in thousands)
Beginning Balance as of January 1, 2024	$	57,706
Change in fair value of contingent consideration		2,545
Ending Balance as of March 31, 2024	$	60,251

Summary of Quantitative Information About Fair Value Measurements


	March 31, 2024		Valuation Technique	Unobservable Input	Range (Input Used)
Contingent consideration	$	60,251	Expected present value	Probability of achieving earnout objectives per the purchase agreement	0% - 100%


	March 31, 2024		Valuation Technique	Unobservable Input	Range (Input Used)
EIB loan	$	13,518	Expected present value	Credit quality of company and credit spreads for comparable debt	13%

Fair value of the Level 3 EIB Debt

Long-term Debt

The following table presents the changes in the fair value of the Level 3 EIB Loan for the three months ended March 31, 2024:


	(in thousands)
Beginning Balance as of January 1, 2024	$	13,429
Change in fair value		388
Due to foreign currency translation		(299	)
Ending Balance as of March 31, 2024	$	13,518

Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Balance Sheet Components [Line Items]
VAT receivable	$ 3,569	$ 3,463
Assets held for sale	7	10
Total other assets	8,467	8,466
Italy
Balance Sheet Components [Line Items]
Long-term Italian research and development refundable tax credit	$ 4,891	$ 4,993

Cash, Cash Equivalents and Investments - Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	$ 21,813	$ 20,752
Short-term investments	46,010	54,307
Fair Value on Recurring \| Cash
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	1,594	1,521
Fair Value on Recurring \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	5,315	4,285
Fair Value on Recurring \| Certificates of Deposit
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	490	729
Fair Value on Recurring \| Government and Agency Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	14,904	14,946
Short-term investments	$ 45,520	$ 53,578

Balance Sheet Components

3 Months Ended

Mar. 31, 2024

Balance Sheet Components [Abstract]

Balance Sheet Components

Note 5. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	March 31, 2024		December 31, 2023
Prepaid expenses	$	342	$	365
Prepaid insurance		568		809
Prepaid research and development expenses		687		133
Short-term Italian research and development refundable tax credit		971		993
Other current assets		48		81
Total prepaid expenses and other current assets	$	2,616	$	2,381

EryDel is eligible to obtain an R&D tax credit as companies in Italy that invest in eligible research and development activities, regardless of the legal form and economic sector in which they operate, can benefit from a R&D tax credit. Such tax credits can only be used to offset payments of certain taxes and contributions (e.g., social contributions, VAT payables, registration fees, income and withholding taxes and all other tax-related items that companies usually pay monthly). The Company recognized reductions to R&D expense of $0.4 million and $0 for the three months ended March 31, 2024 and 2023, respectively.

Novosteo Pty, Ltd, a wholly-owned subsidiary of Novosteo, LLC, is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian Tax Incentive as well. During the three months ended March 31, 2024, the Company received $0 refundable tax credit. During the three months ended March 31, 2023, the Company received a refundable tax credit of $0.5 million, which reduced prepaid expenses and other current assets by $0.5 million as of March 31, 2023.

Other Assets

Other assets consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
VAT receivable	$	3,569	$	3,463
Long-term Italian research and development refundable tax credit		4,891		4,993
Assets held for sale		7		10
Total other assets	$	8,467	$	8,466

Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):


	March 31, 2024			December 31, 2023
Computer equipment	$	35		$	36
Computer Software		29			30
Lab equipment		476			486
Leasehold improvement		35			36
Office furniture		189			153
Less: accumulated amortization and depreciation		(530	)		(507	)
Property and equipment, net	$	234		$	234

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31, 2024		December 31, 2023
Personnel expenses	$	1,368	$	2,340
Professional fees		405		211
Research and development expenses		857		564
Current portion of operating lease liabilities		93		64
Other		297		257
Total accrued expenses and other current liabilities	$	3,020	$	3,436

For the three months ended March 31, 2024 and 2023, the severance accrual activity were as follows (in thousands):


	2024			2023
Beginning accrued severance	$	341		$	—
Incurred during the period		—			268
Severance paid during the period		(128	)		(237	)
Ending accrued severance	$	213		$	31

On January 30, 2023, in response to the reprioritization of the Company's pipeline following the decision to discontinue internal development of NOV004 and to pursue out-licensing opportunities, the Company's Board of Directors approved a cost reduction program to reorganize operations and allow continued support for the needs of the business. Under the cost reduction program, the Company lowered headcount through a reduction in workforce. The Company recognized the severance of $0.3 million and related expenses of $0.1 million over the requisite employment obligation period. The reduction in force was completed in April 2023.

On August 4, 2023, the Company entered into a transition and separation agreement with Karen Smith, M.D., Ph.D., (the “Separation Agreement”) in connection with Dr. Smith’s transition and departure from the Company as the Company's Chief Medical Officer, effective as of September 1, 2023. Pursuant to the Separation Agreement, the Company is required to pay cash severance, equal to her annual salary, in the aggregate amount of $0.5 million, of which $0.1 million was paid during the three months ended March 31, 2024. The severance is to be paid on regular payroll schedule through the third quarter of 2024. Additionally, pursuant to the Separation Agreement, the Company paid an additional cash bonus severance payment equal to 100% of Dr. Smith’s target annual bonus opportunity for 2023 on a prorated basis, an additional cash severance payment equal to 12 months’ of the monthly premiums for health care continuation benefits, and provided for 50% accelerated vesting with respect to Dr. Smith’s equity award. The acceleration of 612,141 options and 54,757 RSAs resulted in a stock-based compensation expense of approximately $0.1 million that was recorded in 2023.

Organization - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Accumulated deficit	$ (330,793)	$ (319,644)
Cash, cash equivalents, and short-term investments	$ 67,800

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 13. Intangible Assets

EryDel Intangible Assets

The following table provides details of the carrying amount of the Company's indefinite-lived intangible asset (in thousands):


		March 31, 2024
In-process research and development:
	Balance as of December 31, 2023	$	63,197
	Impairment charge		—
	Foreign currency translation adjustments		(1,402	)
	Balance as of March 31, 2024	$	61,795

The following table provides details of the carrying amount of the Company's finite-lived intangible asset (in thousands, except useful life):



			As of March 31, 2024							As of December 31, 2023
		Useful life	Cost		Accumulated Amortization			Net Carrying Value		Cost		Accumulated Amortization			Net Carrying Value
Finite life intangible assets:
	Trade name	21 years	$	460	$	(10	)	$	450	$	460	$	(4	)	$	456
	Impairment charge								—							—
	Foreign currency translation adjustments								8							19
	Total							$	458						$	475

The Company performs annual impairment reviews of its intangible assets during the fourth fiscal quarter or more frequently if appropriate. As of March 31, 2024, the Company did not incur any impairment losses related to its EryDel intangible assets.

Novosteo Intangible Assets

In January 2023, the Company decided to abandon internal development of NOV004 and pursue out-licensing opportunities. As a result, several of the assumptions used in determining the initial fair value have changed including discount rate and expected cash flows and thus triggered the need for an interim impairment assessment as required under ASC 350. And so, the Company performed a fair value assessment of the Intellectual Property as of March 31, 2023, and based upon this assessment, the fair value was determined to be significantly below its carrying value and resulted in an asset impairment charge of $5.9 million during the three months ended March 31, 2023.

Goodwill

The following table summarizes the changes in the carrying amount of goodwill (in thousands):


Balance as of December 31, 2023	$	17,625
Foreign currency translation adjustments		(380	)
Balance as of March 31, 2024	$	17,245

As part of the EryDel Acquisition, the Company recorded goodwill, the excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired.

The Company evaluates goodwill at least annually, as well as whenever events or changes in circumstances suggest that the carrying amount may not be recoverable. The Company concluded that no impairment exists for the three months ended March 31, 2024.

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 21,813	$ 20,752
Short-term investments	46,010	54,307
Prepaid expenses and other current assets	2,616	2,381
Total current assets	70,439	77,440
Property and equipment, net	234	234
Operating lease right-of-use assets	576	385
Goodwill	17,245	17,625
Intangible asset	62,253	63,672
Other assets	8,467	8,466
Equity investments in Lighthouse Pharmaceuticals, Inc.	78	78
Total assets	159,292	167,900
Current liabilities:
Accounts payable	2,070	2,033
Short-term contingent consideration	4,748	4,103
Accrued expenses and other current liabilities	3,020	3,436
Total current liabilities	9,838	9,572
Long-term debt	13,518	13,429
Long-term operating lease liability	480	321
Long-term contingent consideration	55,503	53,603
Deferred tax liabilities	5,177	5,304
Other long-term liabilities	599	587
Total liabilities	85,115	82,816
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 authorized, (100,000 shares of which are designated as Series A Junior Participating Preferred Stock), no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	0	0
Common stock, $0.001 par value, 100,000,000 shares authorized, 43,215,233 and 42,973,215 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	43	43
Additional paid in capital	403,102	401,638
Accumulated other comprehensive income	1,825	3,047
Accumulated deficit	(330,793)	(319,644)
Total stockholders’ equity	74,177	85,084
Total liabilities and stockholders’ equity	$ 159,292	$ 167,900

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of Quince Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the instructions of the SEC on Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. The condensed consolidated balance sheet as of March 31, 2024, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Form 10-K filed with the SEC on April 1, 2024. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period.
Risks and Uncertainties	Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidates will require approvals from the FDA and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals.
Use of Estimates	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of stock-based awards and other issuances, determination of the fair value of identifiable assets and liabilities in connection with business combinations including associated intangible assets and goodwill, contingent consideration, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets, eligibility of expenses for the Australia research and development refundable tax credits, impairment of intangible assets or goodwill; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions The functional currency of the Company’s wholly-owned subsidiaries are the Australian Dollar and the Euro. The Company's financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive loss, as a separate component of equity. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the condensed consolidated statements of operations and comprehensive loss.
Significant Accounting Policies	Significant Accounting Policies There have been no significant changes to the accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023.
Segments	Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in Italy.
Business Combinations	Business Combinations The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. The Company accounts for business combinations using the acquisition method pursuant to the FASB ASC Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company's financial results beginning on the respective acquisition dates, and that identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using one of three valuation approaches, the income approach, the market approach or the cost approach. The Company reviewed the three valuation approaches and determined the income approach was the most appropriate model to approximate fair value for the EryDel Acquisition. The income approach model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Any excess of the fair value of consideration transferred (the “Purchase Price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of identifiable assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred.
Intangible Assets	Intangible Assets Intangible assets with a definite useful life are amortized on a straight-line basis over the estimated useful life of the related assets. Intangible assets with an indefinite useful life are not amortized. Intangible assets acquired in a business combination or an acquisition that are used in research and development activities (regardless of whether they have an alternative future use) shall be considered indefinite lived until the completion or abandonment of the associated research and development efforts. Intangible assets acquired in a business combination are initially recorded at fair value. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment. Once the research and development efforts are completed or abandoned, the entity shall determine the useful life of the assets. An intangible asset shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount, If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the intangible asset. Qualitative factors to be considered include but are not limited to: • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows • Legal/regulatory factors or progress and results of clinical trials • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment • Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill.
Contingent Consideration	Contingent Consideration The Company determines the acquisition date fair value of contingent consideration using a discounted cash flow method, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC Topic 820, Fair Value Measurement. The significant inputs in the Level 3 measurement not supported by market activity included our probability assessments of expected future cash flows related to the Company's acquisition of EryDel in October 2023, during the contingent consideration period, appropriately discounted considering the uncertainties associated with the earnout obligation, and calculated in accordance with the terms of the definitive agreement. The liabilities for the contingent consideration are established at the time of the acquisition and will be evaluated on a quarterly basis based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period. During the three months ended March 31, 2024, the Company recorded a $2.5 million adjustment to increase the fair value of its contingent consideration related to the acquisition of EryDel. The adjustment is reflected within operating loss on the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligations may result from changes in probability assumptions with respect to the likelihood of achieving the various contingent payment obligations. Significant increases or decreases in the inputs noted above in isolation would result in a significantly lower or higher fair value measurement.
Cash, Cash Equivalents and Investments	Cash, Cash Equivalents and Investments The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash equivalents include marketable securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and at the end of each reporting period. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date are classified as short-term investments. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term investments. Collectively, cash equivalents, short-term investments and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive loss in the consolidated statements of operations and included as a separate component of consolidated statements of stockholders’ equity (deficit). Realized gains and losses are included in interest income in the consolidated statements of operations and comprehensive loss. Premiums (discounts) are amortized (accreted) over the life of the related investment as an adjustment to yield using the straight-line interest method. Dividend and interest income are recognized when earned. These amounts are recorded in “interest income” in the consolidated statements of operations and comprehensive loss.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements: Improvements to Income Tax Disclosures (ASC 740): In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures." This ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under this ASU, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The ASU is effective in December 2024 under a prospective approach. Early adoption is permitted. The Company is evaluating the disclosure requirements related to the new standard. Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”): In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses, including for single reportable segment entities. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the disclosure requirements related to the new standard. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid in Capital	Accumulated Other Comprehensive Income / (Loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2022	$ 100,593	$ 36	$ 389,105	$ (289)	$ (288,259)
Beginning balance, shares at Dec. 31, 2022		36,136,480
Issuance of common stock on exercise of stock options and vesting of restricted stock units	56		56
Issuance of common stock on exercise of stock options and vesting of restricted stock units, shares		141,953
Stock based compensation	1,481		1,481
Foreign currency translation adjustment	92			92
Unrealized gain on available for sale investments	235			235
Net loss	(12,254)				(12,254)
Ending balance at Mar. 31, 2023	90,203	$ 36	390,642	38	(300,513)
Ending balance, shares at Mar. 31, 2023		36,278,433
Beginning balance at Dec. 31, 2023	85,084	$ 43	401,638	3,047	(319,644)
Beginning balance, shares at Dec. 31, 2023		42,973,215
Issuance of common stock on exercise of stock options and vesting of restricted stock units	190		190
Issuance of common stock on exercise of stock options and vesting of restricted stock units, shares		242,018
Stock based compensation	1,274		1,274
Foreign currency translation adjustment	(1,229)			(1,229)
Unrealized gain on available for sale investments	7			7
Net loss	(11,149)				(11,149)
Ending balance at Mar. 31, 2024	$ 74,177	$ 43	$ 403,102	$ 1,825	$ (330,793)
Ending balance, shares at Mar. 31, 2024		43,215,233

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 05, 2024
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Registrant Name	Quince Therapeutics, Inc.
Entity Central Index Key	0001662774
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		43,215,233
Entity File Number	001-38890
Entity Tax Identification Number	90-1024039
Entity Address, Address Line One	611 Gateway Boulevard, Suite 273
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	415
Local Phone Number	910-5717
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Common Stock
Trading Symbol	QNCX
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, par value $0.001 per share
Series A Junior Participating Preferred Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Title of 12(b) Security	Series A Junior Participating Preferred Purchase Rights

Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss	$ (11,149)	$ (12,254)
Denominator:
Weighted average shares of common stock outstanding - basic	43,010,212	35,855,200
Weighted average shares of common stock outstanding - diluted	43,010,212	35,855,200
Net loss per share - basic	$ (0.26)	$ (0.34)
Net loss per share - diluted	$ (0.26)	$ (0.34)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Stockholders Equity - Additional Information (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Apr. 05, 2023
Class of Stock [Line Items]
Preferred stock, par value	$ 0.001	$ 0.001
Rights Plan
Class of Stock [Line Items]
Rights outstanding, maturity date			Apr. 05, 2024
Rights Plan \| Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value			$ 6
Rights Plan \| Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value			$ 0.001

- Definition

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+ Details

Business Combination (Tables)

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Schedule of Fair Value of the Total Purchase Consideration Transferred

The acquisition date fair value of the consideration transferred for EryDel was approximately $66.9 million, which consisted of the following (in thousands):


	Fair Value of Consideration
Cash	$	2,615
Quince Therapeutics common stock (7,250,352 shares)		7,164
Contingent consideration		56,128
Settlement of preexisting notes receivable		1,000
Fair value of total consideration transferred	$	66,907

Schedule of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the consideration paid for EryDel to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date, with the excess recorded to goodwill (in thousands):


	Preliminary Purchase Price Allocation
Assets acquired:
Cash	$	560
Tax assets		10,187
Other current assets		644
Property and equipment, net		238
Operating lease right-of-use assets, net		383
Other non-current assets		14
Intangible assets		61,096
Goodwill		16,929
Total assets acquired		90,051
Liabilities assumed:
Trade payables		(1,685	)
Accrued expenses and other current liabilities		(2,943	)
Debt, non-current		(12,564	)
Other non-current liabilities		(854	)
Deferred tax liability		(5,098	)
Total liabilities assumed		(23,144	)
Fair value of total consideration transferred	$	66,907

Stock-Based Compensation - Summary of Employee and Non-Employee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands		3 Months Ended
	Aug. 04, 2023	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	$ 100	$ 1,274	$ 1,481
General and Administrative Expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation		1,168	1,123
Research and Development Expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation		$ 106	$ 358

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets [Abstract]
Operating lease right-of-use assets	$ 576	$ 385
Liabilities [Abstract]
Short-term operating lease liability	93	64
Long-term operating lease liability	$ 480	$ 321
Supplemental Balance Sheet Other Information [Abstract]
Weighted average remaining lease term	5 years 6 months	5 years 4 months 24 days
Weighted average discount rate	9.13%	7.95%
Operating Lease, Liability, Payment, Due [Abstract]
2024 (remainder of the year)	$ 105
2025	139
2026	136
2027	130
2028 and thereafter	216
Total lease payments	726
Less: imputed interest	(153)
Operating lease liability	$ 573	$ 385

Business Combination

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Business Combination

Note 12. Business Combination

EryDel business combination

On October 20, 2023, the Company completed its acquisition of EryDel, a privately held, late-stage biotechnology company with a lead Phase 3 lead asset, EryDex, that targets the potential treatment of a rare neurodegenerative disease, A-T. The acquisition will drive Quinces’ next stage of growth, as EryDel’s proprietary drug-device combination technology platform and promising late-stage clinical asset represents an opportunity for the Company to expand into several debilitating rare diseases where chronic corticosteroid treatment is the standard of care – or could be in the absence of long-term corticosteroid toxicity. The Company accounted for this acquisition in accordance with ASC 805, Business Combinations, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the acquisition. As part of the acquisition of EryDel, the Company recorded deferred tax liability of $5.1 million and uncertain tax position liability of $0.5 million against Goodwill.

The acquisition date fair value of the consideration transferred for EryDel was approximately $66.9 million, which consisted of the following (in thousands):


	Fair Value of Consideration
Cash	$	2,615
Quince Therapeutics common stock (7,250,352 shares)		7,164
Contingent consideration		56,128
Settlement of preexisting notes receivable		1,000
Fair value of total consideration transferred	$	66,907

The fair value of the Company’s common stock was determined based on the closing market price of the Company’s common stock of $0.989 per share on the acquisition date. The aggregate stock consideration consists of 6,525,315 shares of Company’s common stock issued at closing and 725,037 shares of common stock (the “Indemnity Holdback Shares”) withheld by the Company for general representations and warranties. The Indemnity Holdback Shares will be issued to the EryDel Shareholders upon the first anniversary of the closing of the acquisition, subject to reduction for any indemnification claims, if any. Any indemnification claims after the acquisition date will result in an adjustment to the consideration transferred if the indemnification claim is made before the end of the measurement period. Any indemnification claim after the end of the measurement period will be recognized in the Company’s consolidated statements of operations and comprehensive loss. The Company has included the total fair value of the stock consideration within additional-paid-in capital and common stock.

The contingent consideration arrangement requires the Company to pay $485.0 million of additional consideration in cash, comprised of up to $5.0 million upon the achievement of a specified development milestone, $25.0 million at NDA acceptance, up to $60.0 million upon the achievement of specified approval milestones, and up to $395.0 million upon the achievement of specified on market and sales milestones. The Company estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach are as follows: 15% discount rate, probability of achievement, 0% to 100%, each of the milestones and future revenues from commercialization over the contingent consideration period. No contingent consideration is payable unless and until the milestones are achieved. The fair value of each milestone after the acquisition is reassessed, with the subsequent change in fair value recorded in the Company’s consolidated statements of operations and comprehensive loss.

Prior to the acquisition the Company had a preexisting relationship with EryDel. The Company had advanced $1.0 million to EryDel pursuant to a promissory note agreement. At the date of the acquisition, the Company had notes receivable due from EryDel of $1.0 million, including interest receivable of $1,300. As a result of the EryDel Acquisition, the promissory note between EryDel Italy and EryDel was effectively settled and recognized as additional consideration.


	Preliminary Purchase Price Allocation
Assets acquired:
Cash	$	560
Tax assets		10,187
Other current assets		644
Property and equipment, net		238
Operating lease right-of-use assets, net		383
Other non-current assets		14
Intangible assets		61,096
Goodwill		16,929
Total assets acquired		90,051
Liabilities assumed:
Trade payables		(1,685	)
Accrued expenses and other current liabilities		(2,943	)
Debt, non-current		(12,564	)
Other non-current liabilities		(854	)
Deferred tax liability		(5,098	)
Total liabilities assumed		(23,144	)
Fair value of total consideration transferred	$	66,907

The purchase price allocation is preliminary and may change as a result of additional information obtained regarding assets acquired and liabilities assumed and revisions of estimates of fair values of intangible assets and related deferred tax assets and liabilities. The Company will finalize its valuation and the allocation of the purchase price, along with required retrospective adjustments, if any, within a year following the acquisition date.

The fair value of identifiable Acquired IPR&D intangible assets was $60.6 million. IPR&D was determined using the MPEEM under the income approach. MPEEM calculates the economic benefits by determining the income attributable to an intangible asset after the returns are subtracted for contributory assets such as working capital, assembled workforce, and fixed assets. The resulting after-tax net earnings were discounted at 16.6%, a rate commensurate with the risk inherent in the economic benefit projections of the assets. The probability-weighted, projected cash flows were calculated based on projections of revenues and expenses related to the asset and were assumed to extend through a multi-year projection period. The IPR&D has an indefinite useful life, and as such, is not amortized but rather tested for impairment at least annually.

The fair value of tradename intangible assets was $0.5 million. The tradename intangible assets were derived using the relief from royalties method under the income approach, utilizing royalty rate of 0.3%. This approach is used to estimate the cost savings that accrue for the owner of an intangible asset who would otherwise have to pay royalties or licensing fees on revenues earned through the use of the asset if they had not owned the rights to use the assets. The probability-weighted, net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value using a discount rate of 16.6%. The trademark has a useful life of 21 years. The trademark is amortized on a straight-line basis over the useful life.

The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded global market opportunities. None of the goodwill is expected to be deductible for income tax purposes. Goodwill is not amortized but is tested for impairment at least annually, refer to Note 13 for this assessment.

The transaction costs associated with the acquisition were approximately $2.5 million, of which $2.3 million were recorded in general and administrative expenses and $0.2 million were recorded in research and development expenses in the consolidated statement of operations and comprehensive loss.

The Company has included the financial results of EryDel in the consolidated financial statements from the date of acquisition.

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2024

Balance Sheet Components [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	March 31, 2024		December 31, 2023
Prepaid expenses	$	342	$	365
Prepaid insurance		568		809
Prepaid research and development expenses		687		133
Short-term Italian research and development refundable tax credit		971		993
Other current assets		48		81
Total prepaid expenses and other current assets	$	2,616	$	2,381

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
VAT receivable	$	3,569	$	3,463
Long-term Italian research and development refundable tax credit		4,891		4,993
Assets held for sale		7		10
Total other assets	$	8,467	$	8,466

Schedule of Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):


	March 31, 2024			December 31, 2023
Computer equipment	$	35		$	36
Computer Software		29			30
Lab equipment		476			486
Leasehold improvement		35			36
Office furniture		189			153
Less: accumulated amortization and depreciation		(530	)		(507	)
Property and equipment, net	$	234		$	234

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31, 2024		December 31, 2023
Personnel expenses	$	1,368	$	2,340
Professional fees		405		211
Research and development expenses		857		564
Current portion of operating lease liabilities		93		64
Other		297		257
Total accrued expenses and other current liabilities	$	3,020	$	3,436

Summary of Accrued Severance and Related Expenses

For the three months ended March 31, 2024 and 2023, the severance accrual activity were as follows (in thousands):


	2024			2023
Beginning accrued severance	$	341		$	—
Incurred during the period		—			268
Severance paid during the period		(128	)		(237	)
Ending accrued severance	$	213		$	31

Fair Value Measurements - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	$ 66,229	$ 73,538
Financial liabilites	73,769	71,135
Money Market Funds
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	5,315	4,285
Certificates of Deposit
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	490	729
Government and Agency Notes
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	60,424	68,524
Contingent consideration [Member]
Schedule Of Available For Sale Securities [Line Items]
Financial liabilites	60,251	57,706
Long-term debt
Schedule Of Available For Sale Securities [Line Items]
Financial liabilites	13,518	13,429
Level 1
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	5,315	8,256
Financial liabilites	0	0
Level 1 \| Money Market Funds
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	5,315	4,285
Level 1 \| Certificates of Deposit
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	0	0
Level 1 \| Government and Agency Notes
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	0	3,971
Level 1 \| Contingent consideration [Member]
Schedule Of Available For Sale Securities [Line Items]
Financial liabilites	0	0
Level 2
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	60,914	65,282
Financial liabilites	0	0
Level 2 \| Money Market Funds
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	0	0
Level 2 \| Certificates of Deposit
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	490	729
Level 2 \| Government and Agency Notes
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	60,424	64,553
Level 2 \| Contingent consideration [Member]
Schedule Of Available For Sale Securities [Line Items]
Financial liabilites	0	0
Level 3
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	0	0
Financial liabilites	73,769	71,135
Level 3 \| Money Market Funds
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	0	0
Level 3 \| Certificates of Deposit
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	0	0
Level 3 \| Government and Agency Notes
Schedule Of Available For Sale Securities [Line Items]
Financial assets and liabilities	0	0
Level 3 \| Contingent consideration [Member]
Schedule Of Available For Sale Securities [Line Items]
Financial liabilites	60,251	57,706
Level 3 \| Long-term debt
Schedule Of Available For Sale Securities [Line Items]
Financial liabilites	$ 13,518	$ 13,429

Long-term Debt - Schedule of Future Minimum Principal Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024	$ 0
2025	0
2026	11,053
2027 and thereafter	0
Total future minimum payments	11,053
Imputed interest	2,465
Total Debt as of March 31, 2024	$ 13,518	$ 13,429

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

Basic and diluted net loss per common share is determined by dividing the net loss by the weighted-average common shares outstanding during the period, as follows (net loss in thousands):


	March 31,
		2024		2023
Numerator:
Net loss	$	(11,149	)	$	(12,254	)
Denominator:
Weighted average common shares outstanding		43,010,212			35,855,200
Net loss per share, basic and diluted	$	(0.26	)	$	(0.34	)

Schedule of Outstanding Potentially Dilutive Ordinary Shares Excluded from Calculation of Diluted Net Loss Per Share

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented because including them would have been antidilutive:


	March 31,
	2024		2023
Stock options issued and outstanding		9,912,385		7,592,046
Restricted stock units		—		5,950
Restricted stock awards		151,426		388,051
Total		10,063,811		7,986,047

Income Taxes - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Income Taxes [Line Items]
Net discrete tax adjustments	$ 31,000

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 17,245	$ 17,625

- Definition

+ References + Details

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Note 11. Net Loss Per Share

Basic and diluted net loss per common share is determined by dividing the net loss by the weighted-average common shares outstanding during the period, as follows (net loss in thousands):


	March 31,
		2024		2023
Numerator:
Net loss	$	(11,149	)	$	(12,254	)
Denominator:
Weighted average common shares outstanding		43,010,212			35,855,200
Net loss per share, basic and diluted	$	(0.26	)	$	(0.34	)


	March 31,
	2024		2023
Stock options issued and outstanding		9,912,385		7,592,046
Restricted stock units		—		5,950
Restricted stock awards		151,426		388,051
Total		10,063,811		7,986,047

Fair Value Measurements - Fair value of the Level 3 EIB Debt (Details) - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Beginning Balance as of January 1, 2024	$ 13,429
Change in fair value	388
Due to foreign currency translation	(299)
Ending Balance as of March 31, 2024	$ 13,518

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	43,215,233	42,973,215
Common stock, shares outstanding	43,215,233	42,973,215
Series A Preferred Stock
Preferred stock, shares authorized	100,000	100,000

Organization

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1. Organization

Description of Business

Quince Therapeutics, Inc is a late-stage biotechnology company dedicated to unlocking the power of a patient’s own biology to deliver innovative therapies to those living with rare diseases.

The Company's proprietary AIDE technology platform is an innovative drug/device combination platform that uses an automated process to encapsulate a drug into a patient’s own red blood cells. Red blood cells have several characteristics that make them a potentially ideal vehicle for drug delivery and our AIDE technology is designed to harness many of these benefits to allow for new and improved therapeutic options for patients living with high unmet medical needs. The AIDE technology platform is believed to confer several benefits over conventional therapies which could be applied to a broad range of small or large molecule drugs and biologics. Our Phase 3 lead asset, EryDex, leverages the AIDE technology to encapsulate DSP into a patient’s own red blood cells, and is targeted to treat a rare pediatric neurodegenerative disease, A-T.

By pioneering the delivery of a drug encapsulated in a patient’s own red blood cells, we seek to advance proprietary therapeutics that hold the potential to redefine the standard of care and meaningfully improve the quality of life for patients with rare disease.

Liquidity and Capital Resources

The Company has incurred losses and negative cash flows from operations since inception and expects to continue to generate operating losses for the foreseeable future. As of March 31, 2024, the Company had an accumulated deficit of $330.8 million. Since inception through March 31, 2024, the Company has funded operations primarily with the net proceeds from the issuance of convertible promissory notes, from the issuance of redeemable convertible preferred stock, from the net proceeds from the Company’s initial public offering (the “IPO”) and from the net proceeds of the private investment in public equity transaction (“PIPE Financing”). As of March 31, 2024, the Company had cash, cash equivalents, and short-term investments of $67.8 million, which it believes will be sufficient to fund its planned operations for a period of at least 12 months from the date of the issuance of the accompanying unaudited consolidated financial statements.

Management expects to incur additional losses in the future to fund the Company's operations and conduct product research and development and may need to raise additional capital to fully implement its business plan. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources including out-licensing or partnerships, in order to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of product candidates.

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 10. Income Taxes

The Company has a history of losses and expects to record a loss in 2024. The Company accounts for income taxes under ASC Topic 740 – Income Taxes.

A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has maintained a valuation allowance for the future deferred tax assets.

The Company recorded $31,000 of tax expense for the three months ended March 31, 2024, primarily related to foreign withholding tax, interest on uncertain tax position liability and net of tax benefit from decrease in EryDel's deferred tax liabilities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Cash, Cash Equivalents and Investments - Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 66,231	$ 73,548
Unrealized Gains	1	13
Unrealized Losses	(3)	(23)
Financial assets and liabilities	66,229	73,538
Cash equivalents (original maturities within 90 days)	20,219	19,231
Short-term investments	46,010	54,307
Total cash equivalents and investments	66,229	73,538
Money Market Funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	5,315	4,285
Unrealized Gains	0	0
Unrealized Losses	0	0
Financial assets and liabilities	5,315	4,285
Certificates of Deposit
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	490	735
Unrealized Gains	0	0
Unrealized Losses	0	(6)
Financial assets and liabilities	490	729
Government and Agency Notes
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	60,426	68,528
Unrealized Gains	1	13
Unrealized Losses	(3)	(17)
Financial assets and liabilities	$ 60,424	$ 68,524