Opening the filing
8-K
Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 8, 2026, Quince Therapeutics, Inc. (the “Company”) completed the sale of (i) all of the issued and outstanding equity interests of the subsidiary Quince Therapeutics SpA (“Quince SpA”), (ii) certain intellectual property owned by the Company relating to the Company’s proprietary Autologous Intracellular Drug Encapsulation (“AIDE”) technology for the treatment of Ataxia-Telangiectasia (“A-T”) through its encapsulated dexamethasone sodium phosphate encapsulated in patient’s own red blood cells (“eDSP”) product candidate (the “IP Assets”), and (iii) all AIDE and eDSP machines and systems (the “Systems”), to Ayma Therapeutics, Inc. (“Ayma”). As consideration for the Company’s sale of the Quince SpA equity interests, IP Assets, and Systems, Ayma paid $450,000 in cash to the Company.
The unaudited pro forma financial information required by Item 9.01 is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, the Company and Charles Ryan, the Company’s President, previously agreed that Mr. Ryan’s last day of employment with the Company would be September 8, 2026 (the “Separation Date”).
In connection with his departure, on September 8, 2026, the Company and Mr. Ryan entered into a Separation Agreement and General Release of Claims (the “Separation Agreement”). The severance benefits provided to Mr. Ryan under the Separation Agreement are based on the severance terms set forth in the previously disclosed Executive Change in Control and Severance Agreement, dated as of September 1, 2023, between the Company and Mr. Ryan (the “Severance Agreement”).
Pursuant to the Separation Agreement, and in accordance with the terms of the Severance Agreement, subject to Mr. Ryan’s non-revocation of a general release of claims in favor of the Company, the Company will pay Mr. Ryan a lump-sum cash amount of $1,014,489.04, comprised of (i) eighteen (18) months of his current base salary, (ii) 150% of his target annual bonus for 2026, pro-rated to September 8, 2026, and (iii) eighteen (18) months’ of the monthly premiums that would be due for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. The Company will pay this amount within thirty (30) days following the effective date of the Separation Agreement, which is the eighth day following Mr. Ryan’s execution of the Separation Agreement.
The Separation Agreement contains a general release of claims by Mr. Ryan in favor of the Company and related persons, a covenant not to sue, and other customary provisions, and Mr. Ryan’s post-separation cooperation with the Company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.