S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on March 15, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Quince Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

90-1024039

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

601 Gateway Boulevard, Suite 1250

South San Francisco, CA 94080

(415) 910-5717

(Address of Principal Executive Offices) (Zip Code)

Quince Therapeutics, Inc. 2019 Equity Incentive Plan

Quince Therapeutics, Inc. 2019 Employee Stock Purchase Plan

(Full title of the plans)

Dirk Thye

Chief Executive Officer

Quince Therapeutics, Inc.

601 Gateway Boulevard, Suite 1250

South San Francisco, CA 94080

(415) 910-5717

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Gordon K. Ho

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,445,459 additional shares of common stock under the 2019 Plan and 361,364 additional shares of common stock under the 2019 ESPP pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on May 9, 2019 (File No. 333-231307), March 16, 2020 (File No. 333-237199), March 1, 2021 (File No. 333-253743) and March 1, 2022 (File No. 333-263186).

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 15, 2023;

(b) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 27, 2023, January 30, 2023 and March 3, 2023; and

(c) The description of the Registrant’s Common Stock contained in the registration statement on Form 8-A registering the Registrant’s Common Stock under Section 12 of the Exchange Act filed with the Commission on May 1, 2019, including any amendments or reports filed for purposes of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The following exhibits are filed herewith:

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed
Herewith

4.1

Amended and Restated Certificate of Incorporation

8-K

001-38890

3.1

5/13/2019

4.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective August 1, 2022

8-K

001-38890

3.1

8/1/2022

4.3

Amended and Restated Bylaws

8-K

001-38890

3.2

8/1/2022

4.4

Specimen Stock Certificate

S-1/A

333-230853

4.1

4/29/2019

5.1

Opinion of Cooley LLP

23.1

Consent of Cooley LLP (included in Exhibit 5.1)

23.2

Consent of Independent Registered Public Accounting Firm

24.1

Power of Attorney (included on the signature page of this Registration Statement)

99.1

2019 Equity Incentive Plan, and forms of stock award agreements thereunder

S-1/A

333-230853

10.4

4/29/2019

99.2

2019 Employee Stock Purchase Plan

S-1/A

333-230853

10.5

4/29/2019

107

Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on March 15, 2023.

QUINCE THERAPEUTICS, INC.

/s/ Dirk Thye

Dirk Thye

Chief Executive Officer, and Director

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dirk Thye and Ted Monohon, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:


Name	Title	Date

/s/ Dirk Thye Dirk Thye, M.D.	Chief Executive Officer, and Director (Principal Executive Officer)	March 15, 2023

/s/ Ted Monohon Ted Monohon	Chief Accounting Officer and Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)	March 15, 2023

/s/ David A. Lamond David A. Lamond	Director	March 15, 2023

/s/ June Bray June Bray	Director	March 15, 2023

/s/ Philip Low Philip Low, Ph.D.	Director	March 15, 2023

/s/ Margaret McLoughlin Margaret McLoughlin, Ph.D.	Director	March 15, 2023

/s/ Una Ryan Una Ryan, OBE, Ph.D.	Director	March 15, 2023

/s/ Christopher J. Senner Christopher J. Senner	Director	March 15, 2023