Q32 Bio Announces $10.5 Million Registered Direct Offering

Rhea-AI Summary

Q32 Bio (NASDAQ: QTTB) announced a $10.5 million registered direct offering led by a new institutional investor, consisting of 1,666,679 common shares and pre-funded warrants to purchase up to 1,025,654 shares at $3.90 per share (pre-funded warrants priced at $3.8999).

Closing expected on or about February 18, 2026. Proceeds are intended to fund working capital and advance bempikibart into future clinical trials for alopecia areata.

Positive

• Registered direct offering raising approximately $10.5 million
• Issuance of 1,666,679 common shares and 1,025,654 pre-funded warrants
• Proceeds designated to advance bempikibart clinical development

Negative

• Potential shareholder dilution from issued shares and exercisable pre-funded warrants
• Offering priced at the prior close ($3.90), indicating near-market issuance pressure

Key Figures

Offering size: $10.5 million Common shares offered: 1,666,679 shares Pre-funded warrants: 1,025,654 warrants +5 more

8 metrics

Offering size $10.5 million Registered direct offering gross proceeds

Common shares offered 1,666,679 shares Common stock issued in offering

Pre-funded warrants 1,025,654 warrants Pre-funded warrants to purchase common stock

Offering price (stock) $3.90 per share Price equals Feb 13, 2026 Nasdaq close

Offering price (warrants) $3.8999 per warrant Pre-funded warrant purchase price

Warrant exercise price $0.0001 per share Exercise price for pre-funded warrants

Expected closing date On or about February 18, 2026 Planned closing of registered direct offering

Form S-3 file number 333-286491 Registration statement referenced for this offering

Market Reality Check

Price: $4.28 Vol: Volume 71,498 vs 20-day a...

low vol

$4.28 Last Close

Volume Volume 71,498 vs 20-day average 180,638 (relative volume 0.4). low

Technical Trading above 200-day MA at $2.44 with price at $3.90.

Peers on Argus

Among close biotech peers, only XCUR appears in the momentum scan, moving ~4.90%...

1 Up

Among close biotech peers, only XCUR appears in the momentum scan, moving ~4.90% up without same-day news, suggesting QTTB’s offering is more stock-specific than sector-driven.

Historical Context

4 past events · Latest: Dec 01 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Dec 01	Asset sale / deal	Positive	+74.4%	Sold ADX‑097 with upfront, milestones, and extended cash runway.
Nov 13	Earnings and update	Positive	-9.1%	Q3 2025 results and SIGNAL‑AA progress with funding into 2027.
Oct 21	Clinical enrollment	Positive	-10.8%	Completed enrollment in SIGNAL‑AA Part B with 33 patients.
Aug 28	Conference participation	Neutral	+2.9%	Announced participation in 2025 Wells Fargo Healthcare Conference.

Pattern Detected

Positive operational updates have sometimes seen negative next-day moves, while asset monetization news drew a strong positive reaction.

Recent Company History

Over recent months, Q32 Bio has focused its strategy and funding around bempikibart. In Oct 2025, it completed enrollment in the SIGNAL-AA Part B trial, followed by a Q3 2025 update noting $49.0M in cash and funding into 2027. In Dec 2025, Q32 sold ADX‑097 for $12M upfront/near-term and up to $592M in milestones, sharply lifting the stock. The current offering adds new capital alongside those prior de‑risking and funding steps.

Market Pulse Summary

This announcement details a $10.5M registered direct financing using common stock and pre‑funded war...

Analysis

This announcement details a $10.5M registered direct financing using common stock and pre‑funded warrants priced at $3.90, matching a recent Nasdaq close. Proceeds are earmarked for working capital and advancing bempikibart into future alopecia areata trials. In context of prior cash runway guidance and the ADX‑097 monetization, investors may track use of proceeds, clinical timelines, and subsequent financing steps when evaluating this transaction.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, form s-3, +1 more

5 terms

registered direct offering financial

"today announced a $10.5 million registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"and pre-funded warrants to purchase up to 1,025,654 shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"The securities above are being offered pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"a shelf registration statement on Form S-3 (333-286491) that was filed with the Securities"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement relating to and describing the terms of the offering will be filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

WALTHAM, Mass., Feb. 17, 2026 /PRNewswire/ -- Q32 Bio Inc. (NASDAQ: QTTB) ("Q32 Bio"), a clinical stage biotechnology company focused on developing innovative therapies for alopecia areata (AA) and other autoimmune and inflammatory diseases, today announced a $10.5 million registered direct offering. This transaction was led by a new institutional investor with participation by an existing dedicated public institutional investor.

Q32 Bio has entered into a definitive agreement for the issuance and sale of 1,666,679 shares of common stock and pre-funded warrants to purchase up to 1,025,654 shares of common stock at an offering price of $3.90 per share of common stock, which was the closing price per share of Q32 Bio's common stock on Nasdaq on February 13, 2026, and $3.8999 per pre-funded warrant, which represents the price for the common stock less the $0.0001 per share exercise price for each pre-funded warrant. The pre-funded warrants will be immediately exercisable at a nominal exercise price of $0.0001 per share and may be exercised at any time until the pre-funded warrants are exercised in full. The closing of the offering is expected to occur on or about February 18, 2026, subject to the satisfaction of customary closing conditions.

The gross proceeds to Q32 Bio from this offering are expected to be approximately $10.5 million, before deducting certain offering expenses. Q32 Bio intends to use the net proceeds from the offering, together with its existing cash, cash equivalents and marketable securities, for working capital purposes including expenses related to research, clinical development and commercialization efforts including for supporting the advancement of bempikibart into future clinical trials for the treatment of alopecia areata.

The securities above are being offered pursuant to a shelf registration statement on Form S-3 (333-286491) that was filed with the Securities and Exchange Commission (the "SEC") on April 11, 2025, and was declared effective by the SEC on April 21, 2025. The offering is being made only by means of the written prospectus and prospectus supplement that form a part of the registration statement. A prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of offers to buy any of the securities being offered, and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Q32 Bio

Q32 Bio is a clinical stage biotechnology company whose science targets potent regulators of the adaptive immune system to re-balance immunity and is focused on developing innovative therapies for alopecia areata and other autoimmune and inflammatory diseases. About 700,000 people in the United States live with alopecia areata¹, a disease which has a life-altering impact on patients and limited current treatment options. Q32 Bio is advancing bempikibart (ADX-914), a fully human anti-IL-7Rα antibody that re-regulates adaptive immune function, for the treatment of alopecia areata in an ongoing Phase 2 program. The IL-7 and TSLP pathways have been genetically and biologically implicated in driving several T cell-mediated pathological processes in numerous autoimmune diseases.

¹National Alopecia Areata Foundation

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended, and other federal securities laws. Any statements contained herein which do not describe historical facts are forward-looking statements, including, among others, the expected date of closing of the offering, the anticipated gross proceeds of the offering, the intended use of proceeds from the offering and the anticipated filing of the prospectus supplement in relation to the offering; which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Forward-looking statements are based on management's current beliefs and assumptions, which are subject to risks and uncertainties and are not guarantees of future performance. Such risks and uncertainties include, among others, the risk that additional data, or the results of ongoing data analyses, may not support Q32 Bio's current beliefs and expectations for bempikibart, including with respect to the durability of clinical responses, safety profile, the risk that ongoing and future clinical studies, including that the SIGNAL-AA Part A OLE and topline results of the SIGNAL-AA Part B trial may not be completed by mid-2026 or at all, might be more costly than expected or might not yield anticipated results, that Q32 Bio may use its capital resources sooner than currently anticipated and such other risks and uncertainties identified in Q32 Bio's periodic, current and other filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and any subsequent filings with the SEC, which are available at the SEC's website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect Q32 Bio's results of operations and its cash flows, which would, in turn, have a significant and adverse impact on Q32 Bio's stock price. Q32 Bio cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Q32 Bio disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Contacts:
Investors: Brendan Burns
Argot Partners
212.600.1902
Q32Bio@argotpartners.com

Media: David Rosen
Argot Partners
646.461.6387
david.rosen@argotpartners.com

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SOURCE Q32 Bio

FAQ

What did Q32 Bio (QTTB) announce on February 17, 2026 regarding financing?

Q32 Bio announced a $10.5 million registered direct offering led by a new institutional investor. According to the company, the offering includes common shares and pre-funded warrants and is expected to close on or about February 18, 2026.

How many shares and pre-funded warrants did Q32 Bio (QTTB) agree to issue in the offering?

The company agreed to issue 1,666,679 common shares and pre-funded warrants for up to 1,025,654 shares. According to the company, the pre-funded warrants are immediately exercisable at $0.0001 per share.

At what price were Q32 Bio (QTTB) shares and pre-funded warrants offered?

Shares were priced at $3.90 per share and pre-funded warrants at $3.8999. According to the company, the share price matched the Nasdaq closing price on February 13, 2026.

What will Q32 Bio (QTTB) use the offering proceeds for?

Proceeds will fund working capital and clinical efforts, specifically to support advancing bempikibart into future trials. According to the company, net proceeds plus existing cash will support research and commercialization expenses.

When will the Q32 Bio (QTTB) offering close and what are the exercise terms?

The offering is expected to close on or about February 18, 2026, subject to customary conditions. According to the company, pre-funded warrants are immediately exercisable at $0.0001 per share and have no expiration until fully exercised.