v3.26.1
Asset Acquisition (Tables)
 6 Months Ended
Jun. 30, 2026
Asset Acquisition [Abstract]  
Summary of Estimated Fair Value of the Consideration Transferred

The following table summarizes the estimated fair value of the consideration transferred of $56.9 million (in thousands):

Common stock consideration (a)

 

$

3,242

 

Preferred stock consideration (b)

 

 

48,146

 

Warrant consideration (c)

 

 

1,315

 

Assumed share-based awards (d)

 

 

4,161

 

Fair value of total consideration transferred

 

$

56,864

 

 

(a)
The fair value of consideration transferred was based on 162,971 shares of Common Stock issued multiplied by the closing price of Quince common stock on the acquisition date of May 18, 2026.

 

(b)
The fair value of 67,101.235 shares of Series C Preferred Stock was based on the fair value of the Series C Preferred Stock issued in the May 2026 Financing. For additional information, see Note 9 to these unaudited condensed consolidated financial statements.

 

(c)
The fair value of the warrants issued was determined utilizing the Black-Scholes-Merton option pricing model. Quince issued 10,964.505 warrants of Series C Preferred Stock. For additional information, see Note 11 to these unaudited condensed consolidated financial statements.

 

(d)
Each outstanding and unexercised option award to purchase shares of Orphai common stock was converted into an option award in respect of a number of shares of common stock of the Company. The calculation of consideration transferred includes the portion of the fair-value-based measure of the acquiree awards that relates to the pre-combination service period. The excess value of the replacement Quince awards as well as the fair-value-based measure of the acquiree award related to the post combination service period will be recorded as post combination compensation cost over the remaining service term.
Summary of Fair Value of the Consideration Transferred to the Net Assets Acquired and Liabilities Assumed with the Excess Recorded to Loss on Acquisition

The following table summarizes the allocation of the estimated fair value of the consideration transferred to the net assets acquired and liabilities assumed, with the excess recorded to gain on acquisition (in thousands):

 

Assets acquired:

 

 

 

Cash and cash equivalents

 

$

8,001

 

Prepaid expenses and other current expenses

 

 

451

 

In-process research and development (e)

 

 

59,000

 

Total assets acquired

 

 

67,452

 

Liabilities assumed:

 

 

 

Trade payables

 

 

(3,097

)

Accrued expenses and other current liabilities

 

 

(6,186

)

Total liabilities assumed

 

 

(9,283

)

Fair value of assets acquired and liabilities assumed

 

 

58,169

 

Gain on Orphai Acquisition

 

$

1,305

 

 

(e)
IPR&D represents the research and development projects of Orphai which were in-process, but not yet completed, and which the Company plans to advance. The fair value of IPR&D projects acquired in an asset acquisition with no alternative future use are allocated a portion of the consideration transferred and charged to expenses at the acquisition date.