Quince Therapeutics, Inc. (NasdaqGS:QNCX) agreed to acquire EryDel S.p.A. for approximately $510 million on July 21, 2023. Quince will issue up to 7,250,352 shares of common stock to the EryDel shareholders, subject to downward adjustment, resulting in the EryDel Shareholders owning a maximum of approximately 16.7 % of the outstanding common stock of Quince, and the EryDel Shareholders will have a contingent right to receive up to an aggregate of $485,000,000 in potential cash payments, comprised of up to $5,000,000 upon the achievement of a specified development milestone, $25,000,000 at NDA acceptance, up to $60,000,000 upon the achievement of specified approval milestones, and up to $395,000,000 upon the achievement of specified on market and sales milestones, with no royalties paid to EryDel. Pursuant to the terms of the agreement, Quince issued 6,525,315 shares of common stock on closing. Up to an additional 725,037 shares of common stock may be issued to the EryDel Shareholders upon the first anniversary of the closing of the EryDel Acquisition. Quince will also assume in the transaction EryDel?s $13 million European Investment Bank loan with scheduled payments beginning in the second half of 2026.
The integrated company will be led by Dirk Thye, M.D., Quince?s Chief Executive Officer and member of the Quince Board of Directors. In addition, David Lamond remains Chairperson of Quince?s Board of Directors, which will be expanded by one member with the addition of EryDel representative Luca Benatti following the close of the transaction. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is subject to certain regulatory approvals and other closing conditions and is expected to close in the third quarter of 2023. Quince?s acquisition is expected to close in the fourth quarter of 2023.
MTS Health Partners, L.P. is serving as financial advisor and Cooley LLP is serving as legal counsel to Quince. Perella Weinberg Partners is serving as financial advisor. Goodwin Procter LLP and Clifford Chance LLP are serving as legal counsel to EryDel. Tom Jones of BDO Capital Advisors, LLC acted as due diligence provider to Quince Therapeutics, Inc.
Quince Therapeutics, Inc. (NasdaqGS:QNCX) acquired EryDel S.p.A. on October 23, 2023.
Quince Therapeutics, Inc. is a late-stage biotechnology company. The Company is engaged in unlocking the patientâs own biology to deliver life-changing therapeutics to those living with rare diseases. The Companyâs asset, EryDex, is being developed for the treatment of a rare neurodegenerative disease, Ataxia-Telangiectasia (A-T). EryDex utilizes a technology platform for autologous intracellular drug encapsulation (AIDE). Its proprietary AIDE technology is designed to optimize the biodistribution of dexamethasone sodium phosphate (DSP; a pro-drug) by using an A-T patientâs own red blood cells to deliver the sustained therapeutic over a once-monthly treatment period. The Company is also designed to allow for the chronic administration of the therapeutic. The AIDE technology platform delivers a variety of therapeutics, ranging from small to large molecules, as well as biologics. The Company also intends to investigate additional potential applications of the AIDE technology platform.
QUINCE THERAPEUTICS, INC. 
