Q32 Bio (NASDAQ: QTTB) raises $10.5M to fund alopecia trials
Rhea-AI Filing Summary
Q32 Bio Inc. entered into a definitive agreement for a registered direct offering raising approximately $10.5 million in gross proceeds. The company will sell 1,666,679 shares of common stock at $3.90 per share and issue pre-funded warrants to purchase up to 1,025,654 shares at $3.8999 per warrant, with a nominal exercise price of $0.0001 per share. The pre-funded warrants are immediately exercisable but subject to a 9.99% beneficial ownership cap. Q32 Bio plans to use the net proceeds, along with existing cash and securities, for working capital, including research, clinical development and commercialization efforts, and to advance its alopecia areata candidate bempikibart into future clinical trials.
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Insights
Q32 Bio secures $10.5M in a direct financing to fund its alopecia program.
Q32 Bio arranged a registered direct offering with institutional investors, issuing 1,666,679 common shares and pre-funded warrants for up to 1,025,654 shares. Pricing matches the recent Nasdaq close at $3.90 per share, indicating a straightforward, non-discounted structure in this excerpt.
Gross proceeds are expected to be about $10.5 million. The company plans to use net proceeds with existing cash, cash equivalents and marketable securities for working capital, research, clinical development and commercialization, including advancing bempikibart for alopecia areata in future trials.
The pre-funded warrants are immediately exercisable at a nominal $0.0001 per share exercise price, with a 9.99% beneficial ownership cap. This structure helps large holders manage ownership limits. Actual dilution and cash runway effects will depend on future warrant exercises and spending pace disclosed in later filings.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 17, 2026, Q32 Bio Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors relating to the issuance and sale of (i) 1,666,679 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $3.90 per share, and (ii) pre-funded warrants to purchase 1,025,654 shares of Common Stock (the “Pre-Funded Warrants”), to such investors in a registered direct offering (the “Offering”). The Pre-Funded Warrants will be sold to the investors at an offering price of $3.8999 per share under such Pre-Funded Warrant, which represents the per share offering price for the Common Stock less a $0.0001 per share exercise price for each such Pre-Funded Warrant. The Purchase Agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.
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 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
The gross proceeds from the Offering will be approximately $10.5 million, before paying estimated offering expenses. The Offering is expected to close on or about February 18, 2026, subject to customary closing conditions. The Company 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 Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-286491) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 11, 2025 and declared effective by the SEC on April 21, 2025.
The forms of Pre-Funded Warrant and the Purchase Agreement are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K. The foregoing description of the respective terms of the Pre-Funded Warrants and the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to such Exhibits. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On February 17, 2026, the Company issued a press release entitled “Q32 Bio Announces $10.5 Million Registered Direct Offering.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release dated February 17, 2026. | |
| 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: February 17, 2026 | By: | /s/ Jodie Morrison | ||||
| Jodie Morrison | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
Q32 Bio Announces $10.5 Million Registered Direct Offering
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-7Ra 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