Amendment: SEC Form SCHEDULE 13G/A filed by Quince Therapeutics Inc.
$QNCX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Quince Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
22053A107 (CUSIP Number) |
10/18/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Genextra S.p.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,806,611.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.49 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Voting decisions on behalf of Genextra S.p.A. may be made by its Chief Executive Officer, Mr. Francesco Micheli, or by its attorney in fact (procuratore speciale), Mr. Matteo Bruno Renzulli, on an individual basis. Decisions related to any dispositions on behalf of Genextra S.p.A. would be approved by its board of directors.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Francesco Micheli | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ITALY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,806,611.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.49 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Voting decisions on behalf of Genextra S.p.A. may be made by its Chief Executive Officer, Mr. Francesco Micheli, or by its attorney in fact (procuratore speciale), Mr. Matteo Bruno Renzulli, on an individual basis.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Matteo Bruno Renzulli | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,806,611.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.49 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Voting decisions on behalf of Genextra S.p.A. may be made by its Chief Executive Officer, Mr. Francesco Micheli, or by its attorney in fact (procuratore speciale), Mr. Matteo Bruno Renzulli, on an individual basis.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Quince Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
611 Gateway Boulevard, Suite 273, South San Francisco, California, 94080 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed jointly by each of the following persons (collectively, the "Reporting Persons") pursuant to a joint filing agreement:
(1) Genextra S.p.A.
(2) Francesco Micheli
(3) Matteo Bruno Renzulli | |
| (b) | Address or principal business office or, if none, residence:
Via Giovanni De Grassi, 11
20123 Milano
Italy | |
| (c) | Citizenship:
Genextra S.p.A. is formed under Italian law. Francesco Micheli is an Italian citizen. Matteo Bruno Renzulli is an Italian citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
22053A107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Genextra beneficially owns 2,806,611 Shares.
Mr. Micheli beneficially owns the 2,806,611 shares of Common Stock owned by Genextra. Mr. Micheli is the Chief Executive Officer and Chairman of the board of Genextra and, in such capacity, Mr. Micheli may exercise voting control over the shares of Common Stock owned by Genextra. Mr. Micheli disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any.
Mr. Renzulli beneficially owns the 2,806,611 shares of Common Stock owned by Genextra. Mr. Renzulli was appointed attorney in fact (procuratore speciale) of Genextra on June 15, 2022 and, in such capacity, Mr. Renzulli may exercise voting control over the shares of Common Stock owned by Genextra. Mr. Renzulli disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any. | |
| (b) | Percent of class:
6.49%
For purposes of determining the percentage of shares beneficially owned by the Reporting Persons, the numerator is comprised of all of the Reporting Persons' beneficially owned shares, and the denominator is comprised of all of the Company's 43,276,606 shares of common stock outstanding as of September 30, 2024, as disclosed by the issuer in the Quarterly Report on Form 10-Q as filed by the issuer with the Securities and Exchange Commission on November 13, 2024. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
2,806,611
Voting decisions on behalf of Genextra S.p.A. may be made by its Chief Executive Officer, Mr. Francesco Micheli, or by its attorney in fact (procuratore speciale), Mr. Matteo Bruno Renzulli, on an individual basis. | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,806,611
Decisions related to any dispositions on behalf of Genextra S.p.A. would be approved by its board of directors. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of February 14, 2025, is by and among Genextra S.p.A., Francesco Micheli and Matteo Bruno Renzulli (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $0.001 per share, of Quince Therapeutics, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13d--1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
Each of the Filers agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Joint Filing Agreement may be terminated by any of the Filers upon written notice.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of February, 2025.
GENEXTRA S.P.A
By: /s/ FRANCESCO MICHELI
__________________________
Francesco Micheli
Chairman and Chief Executive Officer
/s/ FRANCESCO MICHELI
__________________________
Francesco Micheli
/s/ MATTEO BRUNO RENZULLI
__________________________
Matteo Bruno Renzulli