| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 27, 2026, Q32 Bio Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Sales Agent”), with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Shares”), through the Sales Agent. The Shares to be offered and sold under the Sales Agreement, if any, will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-286491), which was filed with the Securities and Exchange Commission (“SEC”) on April 11, 2025 and declared effective by the SEC on April 21, 2025. The Company filed a prospectus supplement with the SEC on March 27, 2026, pursuant to which the Company may offer and sell Shares having an aggregate offering price of up to $14,200,000 pursuant to the Sales Agreement.
Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be sold, the time period during which sales of Shares are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made. Subject to the terms of the Sales Agreement, the Sales Agent may sell the Shares by any method that is deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market (“Nasdaq”) or any other trading market for the Shares.
The Company is not obligated to sell any Shares under the Sales Agreement. The Company or the Sales Agent may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. The Sales Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.
The Company will pay the Sales Agent a cash commission of 3.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company will also reimburse the Sales Agent for certain expenses incurred in connection with the Sales Agreement.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Goodwin Procter LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy any Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
No. |
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Description |
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| 5.1 |
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Opinion of Goodwin Procter LLP. |
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| 10.1 |
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Controlled Equity OfferingSM Sales Agreement, dated March 27, 2026, by and between Q32 Bio Inc. and Cantor Fitzgerald & Co. |
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| 23.1 |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
