SEC Form SCHEDULE 13G 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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Quince Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
22053A107 (CUSIP Number) |
12/31/2024 (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
Sofinnova Capital VIII | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Items 5 and 6: Sofinnova Partners SAS, a French corporation ("SP SAS"), the management company of Sofinnova Capital VIII ("SC VIII"), may be deemed to have sole voting power, and Antoine Papiernik ("Papiernik"), Henrijette Richter ("Richter"), Maina Bhaman ("Bhaman"), Graziano Seghezzi ("Seghezzi"), Anta Gkelou ("Gkelou") and Karl Naegler ("Naegler") the members of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Papiernik, Richter, Bhaman, Seghezzi, Gkelou and Naegler, the members of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Sofinnova Partners SAS, a French corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Papiernik, Richter, Bhaman, Seghezzi, Gkelou and Naegler, the members of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole power to dispose of these shares, and Papiernik, Richter, Bhaman, Seghezzi, Gkelou and Naegler, the members of the investment committee of SC VIII, may be deemed to have shared power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Antoine Papiernik | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Papiernik, a member of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole power to dispose of these shares, and Papiernik, a member of the investment committee of SC VIII, may be deemed to have shared power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Henrijette Richter | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DENMARK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Richter, a member of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole power to dispose of these shares, and Richter, a member of the investment committee of SC VIII, may be deemed to have shared power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Maina Bhaman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Bhaman, a member of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole power to dispose of these shares, and Bhaman, a member of the investment committee of SC VIII, may be deemed to have shared power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Graziano Seghezzi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 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
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Seghezzi, a member of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole power to dispose of these shares, and Seghezzi, a member of the investment committee of SC VIII, may be deemed to have shared power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Anta Gkelou | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Gkelou, a member of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole power to dispose of these shares, and Gkelou, a member of the investment committee of SC VIII, may be deemed to have shared power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 22053A107 |
| 1 | Names of Reporting Persons
Karl Naegler | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,397,711.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC VIII, may be deemed to have sole voting power, and Naegler, a member of the investment committee of SC VIII, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC VIII, may be deemed to have sole power to dispose of these shares, and Naegler, a member of the investment committee of SC VIII, may be deemed to have shared power to dispose of these shares.
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, CA, 94080 | |
| Item 2. | ||
| (a) | Name of person filing:
The persons and entities filing this Schedule 13G are Sofinnova Capital VIII ("SC VIII"), Sofinnova Partners SAS ("SP SAS"), and Antoine Papiernik ("Papiernik"), Henrijette Richter ("Richter"), Maina Bhaman ("Bhaman"), Graziano Seghezzi ("Seghezzi"), Anta Gkelou ("Gkelou") and Karl Naegler ("Naegler"), the members of the investment committee of SC VIII (together with SC VIII and SP SAS, the "Filing Persons"). SP SAS is the management company of SC VIII. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Filing Persons is Sofinnova Partners SAS, 7-11 boulevard Hausmann 75009 Paris, France. | |
| (c) | Citizenship:
SC VIII is a French Partnership. SP SAS is a French Corporation. Papiernik is a French citizen. Richter is a Danish citizen. Bhaman is a British citizen. Seghezzi is an Italian citizen. Gkelou is a Greek citizen. Naegler is a German 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).
| |
Investment adviser | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each of the Filing Persons. The filing of this Schedule 13G shall not be construed as an admission by Papiernik, Richter, Bhaman, Seghezzi, Gkelou and Naegler that such person is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. | |
| (b) | Percent of class:
See Row 11 of the cover page for each of the Filing Persons. Ownership is stated as of December 31, 2024 and the ownership percentages are based on 44,001,643 shares outstanding as of November 5, 2024, as disclosed by Quince Therapeutics, Inc. in its Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each of the Filing Persons. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each of the Filing Persons. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each of the Filing Persons. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each of the Filing Persons. | ||
| 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
| ||
| 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 acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Investment Advisers is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| 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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Exhibit Information
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Exhibit 1 - Joint Filing Agreement |