Q32 Bio prices $187.6M stock and warrant sale

Rhea-AI Filing Summary

Q32 Bio Inc. entered an underwriting agreement for a public offering of equity securities. The company is issuing 6,027,399 shares of common stock at $18.25 per share and pre-funded warrants to purchase up to 4,931,506 shares of common stock at $18.2499 per warrant, with a $0.0001 exercise price per share. Underwriters also have a 30-day option to buy up to 1,643,835 additional shares.

The company expects net proceeds of about $187.6 million, or $215.8 million if the underwriters fully exercise the option, and plans to use them for working capital, including research, clinical development, and commercialization efforts such as advancing bempikibart into future clinical trials. Pre-funded warrants are immediately exercisable, subject to an Ownership Limit of 4.99% or 9.99%, adjustable up to 19.99% with 61 days’ notice, and will not be listed on an exchange.

Filing Explained

The July 14 agreement remains pending closing; completion would increase the share base through issued stock and potentially exercised warrants.

The July 14, 2026 Form 8-K reports that Q32 Bio agreed to issue and sell 6,027,399 shares of common stock and pre-funded warrants for up to 4,931,506 shares.

The offering is not yet complete: the company expects it to close on July 16, 2026, subject to customary closing conditions. If the offering closes and the warrants are exercised, the additional shares would increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Firm Shares: 6,027,399 shares of common stock Pre-Funded Warrant Shares: 4,931,506 shares of common stock Underwriters’ Option Shares: 1,643,835 shares of common stock +6 more

9 metrics

Firm Shares 6,027,399 shares of common stock Shares sold to underwriters at a price to the public of $18.25 per share

Pre-Funded Warrant Shares 4,931,506 shares of common stock Shares issuable upon exercise of pre-funded warrants sold at $18.2499 each

Underwriters’ Option Shares 1,643,835 shares of common stock Additional shares subject to a 30-day purchase option at the public offering price

Public Offering Price $18.25 per share Price to the public for each share of common stock in the offering

Pre-Funded Warrant Price $18.2499 per warrant Public offering price per pre-funded warrant, reflecting $0.0001 exercise price

Exercise Price $0.0001 per share Exercise price for each share of common stock under the pre-funded warrants

Net Proceeds (base) $187.6 million Estimated net proceeds after fees and expenses, excluding any optional shares

Net Proceeds (with option) $215.8 million Estimated net proceeds if underwriters fully exercise their option to purchase optional shares

Ownership Limits 4.99%, 9.99%, up to 19.99% Beneficial ownership caps for exercising pre-funded warrants, adjustable with 61 days’ notice

Key Terms

Pre-Funded Warrants, shelf registration statement, Ownership Limit, cashless exercise, +2 more

6 terms

Pre-Funded Warrants financial

"pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 4,931,506 shares"

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 Offering was made 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.

Ownership Limit financial

"more than 4.99% or 9.99%, as applicable, of the number of shares ... (the “Ownership Limit”)"

cashless exercise financial

"shares of Common Stock will be issued through a cashless exercise, with the net number of shares"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

indemnification obligations regulatory

"termination provisions and indemnification obligations, including for liabilities under the Securities Act"

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

FAQ

What securities is Q32 Bio (QTTB) offering in this transaction?

Q32 Bio is offering 6,027,399 shares of common stock at $18.25 per share and pre-funded warrants to purchase up to 4,931,506 shares of common stock at $18.2499 per warrant with a $0.0001 exercise price.

How much capital does Q32 Bio (QTTB) expect to raise from the offering?

Q32 Bio expects net proceeds of approximately $187.6 million from the offering, or about $215.8 million if underwriters fully exercise their option to purchase up to 1,643,835 additional shares of common stock.

What is the underwriters’ option in Q32 Bio’s (QTTB) deal?

Underwriters have a 30-day option to purchase up to 1,643,835 additional shares of Q32 Bio common stock at the public offering price, less underwriting discounts and commissions, potentially increasing the company’s net proceeds to $215.8 million.

How are Q32 Bio (QTTB) pre-funded warrants structured?

Each pre-funded warrant is exercisable for one share of common stock at $0.0001 per share and sold at $18.2499. They are exercisable at any time after issuance, may be exercised cashlessly, and remain outstanding until fully exercised.

What ownership limits apply to Q32 Bio (QTTB) pre-funded warrants?

Holders generally cannot exercise pre-funded warrants if it would cause them to beneficially own more than 4.99% or 9.99% of outstanding common stock, adjustable to as high as 19.99% with 61 days’ prior notice to the company.

How will Q32 Bio (QTTB) use the proceeds from this equity offering?

Q32 Bio plans to use net proceeds for working capital, including expenses related to research, clinical development, and commercialization efforts, specifically including support for advancing bempikibart into future clinical trials.

Is Q32 Bio (QTTB) listing the pre-funded warrants on an exchange?

No. Q32 Bio states that it does not intend to list the pre-funded warrants on the Nasdaq Capital Market, any other national securities exchange, or any other nationally recognized trading system.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/15/2026 - 05:19 PM Accepted by SEC EDGAR 07/15/2026 - 05:18 PM Learn about SEC filing dates

NASDAQ false 0001661998 0001661998 2026-07-14 2026-07-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2026

Q32 Bio Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38433		47-3468154
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

830 Winter Street
Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 999-0232

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		QTTB		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 14, 2026, Q32 Bio Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Jefferies LLC, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of (i) 6,027,399 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters at a price to the public of $18.25 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 4,931,506 shares of Common Stock (such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), to the Underwriters at a public offering price of $18.2499 per Pre-Funded Warrant, which represents the per share public offering price less the $0.0001 per share exercise price for such Pre-Funded Warrant (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 1,643,835 shares of its Common Stock (the “Optional Shares,” and together with the Firm Shares, the “Shares”) at the public offering price, less underwriting discounts and commissions. All the Firm Shares and Pre-Funded Warrants in the Offering were sold by the Company.

The Offering is expected to close on July 16, 2026, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds of this Offering, in each case after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $187.6 million, or $215.8 million if the Underwriters exercise in full their option to purchase the Optional Shares. The Company intends to use the net proceeds from the Offering 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.

Each Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of $0.0001 per share, or alternatively, at the election of each holder, shares of Common Stock will be issued through a cashless exercise, with the net number of shares of Common Stock determined according to the formula set forth in each Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance and will expire when exercised in full. A holder of a Pre-Funded Warrant may not exercise such Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Ownership Limit”). Upon 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the Ownership Limit to any other percentage (not in excess of 19.99%).

The Company does not intend to list the Pre-Funded Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. The foregoing summary of the Pre-Funded Warrant does not purport to be complete and is qualified in its entirety by reference to the form of Pre-Funded Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K (the “Report”) and incorporated herein by reference.

The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The Underwriting Agreement is filed as Exhibit 1.1 to this Report and is incorporated herein by reference, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-297027) that was initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 25, 2026 and declared effective by the SEC on July 13, 2026 and a final prospectus supplement dated July 14, 2026.

A copy of the opinion of Goodwin Procter LLP, relating to the legality of the issuance and sale of the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares, is filed as Exhibit 5.1 to this Report.

This Report shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities discussed herein, nor shall there be any sale of such securities 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.

Cautionary Note Regarding Forward-Looking Statements

This Report 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, including, among others, our beliefs, observations, expectations and assumptions regarding the completion of the Offering on the anticipated terms, the anticipated net proceeds from the Offering and the anticipated use of proceeds from the Offering, among others, are forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are 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 the Company’s current beliefs and expectations for bempikibart, including with respect to the durability of clinical responses, the risk that ongoing and future clinical studies might be more costly than expected or might not yield anticipated results, that the Company may use its capital resources sooner than currently anticipated, that the Company may need additional funding to complete clinical studies, which may not be available on favorable terms or at all, and such other risks and uncertainties identified in the Company’s periodic, current and other filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 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 the Company’s results of operations and its cash flows, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 14, 2026 by and among the Company and Morgan Stanley & Co. LLC, Jefferies LLC, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc.
4.1		Form of Pre-Funded Warrant.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Q32 Bio Inc.
Date: July 15, 2026				By:		/s/ Jodie Morrison
						Jodie Morrison
						Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 198.0 KB
• EX-4.1 EX-4.1 73.7 KB
• EX-5.1 EX-5.1 7.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB