Q32 Bio raises $55M in private placement financing

Q32 Bio Inc. entered a securities purchase agreement with institutional and accredited investors for a private placement of 6,725,000 common shares and pre-funded warrants to purchase 150,000 shares.

Rhea-AI Filing Summary

Q32 Bio Inc. entered a securities purchase agreement with institutional and accredited investors for a private placement of 6,725,000 common shares and pre-funded warrants to purchase 150,000 shares. The shares are priced at $8.00 each and the warrants at $7.9999 with a nominal $0.0001 exercise price.

The pre-funded warrants are immediately exercisable and subject to a 9.99% beneficial ownership cap, adjustable up to 19.99% with 61 days’ notice. Q32 Bio expects aggregate gross proceeds of approximately $55 million, to be used with existing cash to advance clinical trials for bempikibart and for working capital and general corporate purposes. Closing is expected on May 28, 2026, and the company has agreed to file a resale registration statement for the shares and warrant shares.

Insights

Equity Capital Markets Analyst

Q32 Bio secures a $55M PIPE financing, balancing funding needs with equity dilution.

Q32 Bio arranged a private investment in public equity (PIPE), selling 6,725,000 common shares at $8.00 and pre-funded warrants for 150,000 shares at $7.9999, for expected gross proceeds of about $55 million.

The company plans to allocate proceeds, along with existing cash and securities, to advance clinical trials for bempikibart in alopecia areata and for general corporate purposes. Pre-funded warrants are immediately exercisable with a nominal $0.0001 exercise price, subject to a 9.99% ownership cap, adjustable up to 19.99% on 61 days’ notice.

A registration rights agreement requires Q32 Bio to file a resale registration statement within 50 days of the expected May 28, 2026 closing and have it declared effective in line with agreed terms. Overall, this financing strengthens liquidity for clinical development while adding equity overhang from new shares and warrant shares.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Common shares sold: 6,725,000 shares Pre-funded warrants: 150,000 warrants Share price: $8.00 per share +5 more

8 metrics

Common shares sold 6,725,000 shares Private placement common stock

Pre-funded warrants 150,000 warrants Pre-funded warrants to purchase common shares

Share price $8.00 per share Common stock offering price

Pre-funded warrant price $7.9999 per warrant Price equals share price less $0.0001 exercise

Warrant exercise price $0.0001 per share Exercise price for each warrant share

Gross proceeds $55 million Expected aggregate gross proceeds from offering

Ownership limit 9.99% cap Initial beneficial ownership cap for warrant exercise

Max adjustable ownership 19.99% Maximum ownership cap after 61 days’ notice

Key Terms

pre-funded warrants, PIPE Investors, Registration Rights Agreement, Section 4(a)(2) of the Securities Act, +2 more

6 terms

pre-funded warrants financial

"pre-funded warrants (the “Pre-Funded Warrants”) to purchase 150,000 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.

PIPE Investors financial

"selected investors that qualify as “accredited investors” (collectively, the “PIPE Investors”)"

Pipe investors are private buyers—such as institutional funds, hedge funds, or accredited individuals—who purchase shares or convertible securities directly from a publicly traded company in a private placement. They matter because this type of transaction quickly brings the company cash but can dilute existing shareholders and signal management’s view of financing needs; think of it like a private cash infusion that can stabilize operations but changes ownership stakes and future share value.

Registration Rights Agreement regulatory

"the Company entered into a registration rights agreement with each of the PIPE Investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) of the Securities Act regulatory

"being sold and/or issued without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

beneficially own financial

"may not exercise such Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99%"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Q32 Bio (QTTB) announce in its latest 8-K?

Q32 Bio announced a private placement financing with institutional and accredited investors, selling common stock and pre-funded warrants for expected gross proceeds of about $55 million. The capital will support clinical trials for bempikibart and general corporate and working capital needs.

How many Q32 Bio shares and warrants are being sold in the private placement?

Q32 Bio agreed to sell 6,725,000 shares of common stock and pre-funded warrants to purchase 150,000 additional shares. The shares are priced at $8.00 each, and the pre-funded warrants are priced at $7.9999 with a nominal $0.0001 exercise price per share.

What are the key terms of Q32 Bio’s pre-funded warrants?

The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share and remain outstanding until fully exercised. Holders are limited to beneficially owning no more than 9.99% of outstanding common stock, adjustable up to 19.99% with 61 days’ prior notice.

How much money will Q32 Bio raise from this private placement?

Q32 Bio expects aggregate gross proceeds of approximately $55 million from the sale of common shares and pre-funded warrants. This amount is before placement agent fees and other offering expenses, which will reduce the net proceeds available to fund operations and clinical programs.

How will Q32 Bio use the proceeds from the $55 million financing?

Q32 Bio intends to use net proceeds, together with existing cash, cash equivalents and marketable securities, to advance clinical trials for its lead candidate bempikibart. Remaining funds are earmarked for working capital and general corporate purposes, supporting broader operational needs.

When is Q32 Bio’s private placement expected to close?

The private placement is expected to close on May 28, 2026, subject to customary closing conditions. After closing, Q32 Bio has agreed to file a registration statement to register the resale of the newly issued shares and the common stock underlying the pre-funded warrants.

Will Q32 Bio register the resale of shares issued in the PIPE financing?

Yes. Under a registration rights agreement with PIPE investors, Q32 Bio must file a registration statement for the resale of the shares and warrant shares. The company is required to submit this filing within 50 days of the expected May 28, 2026 closing date.

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

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Accepted by SEC EDGAR 05/27/2026 - 04:01 PM EDT Learn about SEC filing dates

NASDAQ false 0001661998 0001661998 2026-05-26 2026-05-26

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): May 26, 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.

Securities Purchase Agreement

On May 26, 2026, Q32 Bio Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with selected investors that qualify as “accredited investors” (collectively, the “PIPE Investors”), as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), to sell to the PIPE Investors an aggregate of (i) 6,725,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 150,000 shares of Common Stock (the “Warrant Shares”) (the “Offering”). The Shares were sold at a price of $8.00 per Share, and the Pre-Funded Warrants were sold at a price of $7.9999 per Pre-Funded Warrant, which is the price per Share less an exercise price of $0.0001 per Warrant Share. 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% (the “Ownership Limit”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. 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 aggregate gross proceeds to the Company from the Offering are expected to be approximately $55 million before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents and marketable securities, to advance clinical trials for bempikibart and for working capital and general corporate purposes.

The closing of the Offering pursuant to the Securities Purchase Agreement is expected to occur on May 28, 2026 (the “Closing Date”), subject to customary closing conditions.

Morgan Stanley & Co. LLC acted as lead placement agent and Oppenheimer & Co. Inc. acted as a placement agent in the Offering.

Registration Rights Agreement

In connection with the Offering, the Company entered into a registration rights agreement with each of the PIPE Investors (the “Registration Rights Agreement”), pursuant to which the Company is required to prepare and file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act, covering the resale of the Shares and Warrant Shares. The Company is required to file the Registration Statement with the SEC within 50 days of the Closing Date and is required to have the Registration Statement declared effective by the SEC in accordance with the terms of the Registration Rights Agreement.

The foregoing descriptions of the material terms of the Securities Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Form of Securities Purchase Agreement, the Form of Pre-Funded Warrant and the Form of Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained in Item 1.01 relating to the Offering is hereby incorporated by reference into this Item 3.02. The Shares, the Pre-Funded Warrants and the Warrant Shares, are being sold and/or issued without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering as well as available exemptions under applicable state securities laws.

Item 8.01 Other Events.

On May 27, 2026, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation express or implied statements regarding the expected closing of the Offering, anticipated proceeds from the Offering and the use thereof, and the Company’s plans to file a Registration Statement to register the resale of the Shares and the Warrant Shares. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “should,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including risks relating to the Company’s inability, or the inability of the PIPE Investors, to satisfy the conditions to closing for the Offering; the closing of the Offering; and other risks and uncertainties described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent quarterly reports, which are on file with the SEC; and risks described in other filings that the Company makes with the SEC in the future. Any forward-looking statements contained in this Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant.
10.1		Form of Securities Purchase Agreement.
10.2		Form of Registration Rights Agreement.
99.1		Press Release dated May 27, 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: May 27, 2026				By:		/s/ Jodie Morrison
						Jodie Morrison
						Chief Executive Officer

Exhibit 99.1

Q32 Bio Announces $55 Million Private Placement Financing

WALTHAM, Mass. – May 27, 2026 /PRNewswire/ — Q32 Bio Inc. (NASDAQ: QTTB) (“Q32 Bio” or “Company”), a clinical stage biotechnology company focused on developing innovative therapies for alopecia areata (AA) and other autoimmune and inflammatory diseases, today announced that it has entered into a securities purchase agreement with certain new and existing institutional and accredited investors for the private placement of common stock and pre-funded warrants for an aggregate of approximately $55 million.

In this private placement, the Company has agreed to issue and sell to such institutional and accredited investors (i) 6,725,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price of $8.00 per share, and (ii) pre-funded warrants to purchase 150,000 shares of Common Stock, at a price of $7.9999 per pre-funded warrant, which equals the per share price of $8.00 less the exercise price $0.0001 for such pre-funded warrant. The pre-funded warrants are immediately exercisable and will expire when exercised in full. Q32 Bio anticipates the gross proceeds from the private placement to be approximately $55 million, before deducting fees to the placement agents and other offering expenses payable by the Company. The private placement is expected to close on May 28, 2026, subject to customary closing conditions.

The private placement is being led by BVF Partners L.P., with participation from RA Capital Management, OrbiMed, and Atlas Venture.

Morgan Stanley acted as lead placement agent and Oppenheimer & Co. acted as a placement agent in the private placement.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Q32 Bio has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the Shares and the shares of Common Stock issuable upon the exercise of the pre-funded warrants issued in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or other 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.

¹  National Alopecia Areata Foundation

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, ”forward-looking information”) within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “excited to”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, ”is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Specifically, this news release contains forward-looking information relating to the expected timing for the closing of the private placement and the potential exercise of the pre-funded warrants. Statements containing forward-looking information are not historical facts but instead represent management’s current expectations, estimates and projections regarding the future of our business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties and assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, the Company’s ability to satisfy the closing conditions for the private placement, Company’s ability to fund its operations and continue as a going concern, its accumulated deficit and the expectation for continued losses and future financial results. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, the factors discussed throughout the “Risk Factors” section of the Company’s most recently Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission, and subsequent quarterly reports. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update any forward-looking information, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts:

Investors: Brendan Burns

Argot Partners

212.600.1902

Q32Bio@argotpartners.com

Media: David Rosen

Argot Partners

646.461.6387

david.rosen@argotpartners.com

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 11.1 KB

Agreements & Contracts

• EX-10.1 EX-10.1 175.7 KB
• EX-10.2 EX-10.2 95.7 KB

Other Documents

• EX-4.1 EX-4.1 68.0 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