Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 31, 2026, Quince Therapeutics, Inc. (the "Company") received a written notification ("Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, based on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company's stockholders' equity was ($35,324,000), and therefore, the Company was not in compliance with Nasdaq Listing Rule 5450(b)(1)(A), which requires a $10,000,000 minimum stockholders' equity standard. The Notice has no immediate effect on the listing or trading of the Company's common stock, par value $0.001 per share (the "common stock") on the Nasdaq Global Select Market and the common stock will continue to trade under the symbol "QNCX".

Pursuant to Nasdaq Listing Rule 5810(c)(2)(C), the Company has been provided 45 calendar days, or until October 15, 2026, to supply a specific plan to regain compliance with all Nasdaq Global Select Market listing requirements and the Company's time frame to complete its plan. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice, or until February 27, 2027, to evidence compliance. If the plan is not accepted, the Company will have the right to appeal and the common stock would remain listed on The Nasdaq Global Select Market until the completion of the appeal process. To regain compliance, the Company must have stockholders' equity of at least $10,000,000.

The Company is currently evaluating various alternative courses of action to regain compliance. As disclosed in the Company's definitive proxy statement of DEF14A, filed with the Securities and Exchange Commission on August 25, 2026 (the "Proxy Statement"), the Company filed an initial listing application with Nasdaq (the "Initial Listing Application") pursuant to Nasdaq Listing Rule 5110(a). If the Required Company Stockholder Matters (as defined in the Proxy Statement) and the Initial Listing Application are approved, it is expected that the Company will change its name to "IRulya Therapeutics Inc." and its common stock will trade on the Nasdaq Capital Market under the symbol "IRLA."

There can be no assurance that the Company will be able to regain compliance with the minimum stockholders' equity requirement, obtain approval of the Initial Listing Application, obtain approval of the Required Company Stockholder Matters or maintain compliance with the other listing requirements.