Quince completes stock-for-stock takeover of Orphai to refocus on rare lung diseases

Quince Therapeutics has closed its acquisition of Orphai Therapeutics in a stock-for-stock merger aimed at building a focused rare pulmonary disease pipeline. The deal, signed on May 17, 2026 and completed on May 18, 2026, brings Orphai’s lead asset LAM-001, an inhaled formulation of rapamycin designed for multiple rare lung conditions including pulmonary hypertension associated with interstitial lung disease and bronchiolitis obliterans syndrome, into Quince’s portfolio. Under the merger terms, all outstanding Orphai equity interests were exchanged for 3,258,517 shares of Quince common stock, 67,101.235 shares of Series C non-voting convertible preferred stock (equivalent to 67,101,235 common shares on an as-converted basis), and options to purchase 26,332,798 shares of Quince common stock, along with replacement warrants tied to additional Series C preferred shares. The transaction was structured so that it did not require approval from Quince stockholders, but received board and Orphai stockholder approval.

Concurrent with the acquisition, Quince entered into a private placement financing of up to $187 million to fund development of LAM-001 and extend its cash runway. The company agreed to sell 144,200.633 shares of Series C non-voting convertible preferred stock plus financing warrants to purchase 72,100.322 additional Series C preferred shares for approximately $115 million in upfront proceeds, with up to about $72 million more available upon full exercise of the warrants. Following the deal and the financing, legacy Quince stockholders are expected to own roughly 6.9% of the fully diluted common equity, with Orphai equity holders and new PIPE investors holding the remainder, effectively repositioning the listed entity around Orphai’s inhaled rapamycin platform. Quince projects that the combined cash from the financing and existing reserves will fund operations through the end of 2028, supporting multiple Phase 2 milestones across PH-ILD, bronchiolitis obliterans syndrome, and other pulmonary indications.