STOCK TITAN

OrbiMed-backed funds add 1.88M Q32 Bio (QTTB) shares in private placement

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Q32 Bio Inc. reported significant insider buying by OrbiMed-affiliated investment entities. On May 28, 2026, these entities purchased a total of 1,875,000 shares of Q32 Bio common stock at $8.00 per share in a private placement directly from the company.

Following these transactions, one OrbiMed-related account holds 3,502,987 shares of common stock and another holds 625,000 shares, both reported as indirect ownership. The OrbiMed entities, which are 10% owners and have a board representative at Q32 Bio, disclaim beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

  • None.

Insights

Large OrbiMed funds buy new Q32 Bio shares in a private placement.

Affiliated OrbiMed investment vehicles acquired a combined 1,875,000 shares of Q32 Bio common stock at $8.00 per share in a private placement from the issuer. This indicates fresh capital going directly to the company rather than secondary market buying.

After these purchases, one OrbiMed-related account reports 3,502,987 shares and another 625,000 shares, all held indirectly. The filing notes that OrbiMed’s management committee members disclaim beneficial ownership beyond their pecuniary interests, which is standard language for institutional funds.

The transactions are coded as open-market type purchases but explicitly described as a private placement. There are no derivative holdings shown in this filing, so the visible position here is entirely in common stock. Future filings will show whether OrbiMed continues to add or holds at this level.

Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC, OrbiMed Genesis GP LLC
Role null | null | null
Bought 1,875,000 shs ($15.00M)
Type Security Shares Price Value
Purchase Common Stock 1,250,000 $8.00 $10.00M
Purchase Common Stock 625,000 $8.00 $5.00M
Holdings After Transaction: Common Stock — 3,502,987 shares (Indirect, See footnotes)
Footnotes (1)
  1. These shares of the Issuer's common stock were purchased from the Issuer in a private placement. These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis. This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed GP, and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Diyong Xu, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such person or entity, including the Reporting Persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Shares purchased 1,875,000 shares Common stock bought on May 28, 2026
Purchase price $8.00 per share Private placement purchase price
Implied transaction value $15,000,000 1,875,000 shares at $8.00 per share
Post-transaction holding (account 1) 3,502,987 shares Total common shares following one transaction
Post-transaction holding (account 2) 625,000 shares Total common shares following the other transaction
private placement financial
"These shares of the Issuer's common stock were purchased from the Issuer in a private placement."
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
beneficial ownership financial
"may be deemed to have beneficial ownership over such securities."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its pecuniary interest therein, if any."
Rule 16a-1(a) regulatory
"for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended"
Section 16 regulatory
"for the purpose of Section 16 of the Exchange Act, or for any other purpose."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last)(First)(Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Q32 Bio Inc. [ QTTB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/28/2026P1,250,000(1)A$83,502,987ISee footnotes(2)(4)
Common Stock05/28/2026P625,000(1)A$8625,000ISee footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last)(First)(Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
OrbiMed Capital GP VII LLC

(Last)(First)(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
OrbiMed Genesis GP LLC

(Last)(First)(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. These shares of the Issuer's common stock were purchased from the Issuer in a private placement.
2. These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
3. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
4. This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed GP, and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Diyong Xu, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such person or entity, including the Reporting Persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC06/01/2026
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC06/01/2026
/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC06/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did OrbiMed-affiliated funds do in this Q32 Bio (QTTB) Form 4?

OrbiMed-affiliated investment entities bought Q32 Bio common stock. They acquired 1,875,000 shares at $8.00 per share in a private placement from the company, increasing their reported indirect holdings to 3,502,987 and 625,000 shares across two accounts.

How many Q32 Bio (QTTB) shares were purchased and at what price?

The entities purchased 1,875,000 Q32 Bio common shares at $8.00 per share. These transactions occurred on May 28, 2026, and were structured as a private placement directly with the issuer rather than open-market trades on an exchange.

Who holds the Q32 Bio shares reported in this OrbiMed Form 4?

The securities are held by OrbiMed-related funds, including OrbiMed Private Investments VII, LP and OrbiMed Genesis Master Fund, L.P. OrbiMed Capital GP VII LLC, OrbiMed Genesis GP LLC, and OrbiMed Advisors LLC may be deemed to share voting and investment power over these holdings.

How large is OrbiMed’s reported Q32 Bio (QTTB) position after these purchases?

After the reported purchases, one OrbiMed-related account holds 3,502,987 Q32 Bio common shares and another holds 625,000 shares. All are reported as indirect holdings, with OrbiMed entities designated as 10% owners and using standard beneficial ownership disclaimers.

Was this Q32 Bio insider transaction an open-market trade or a private placement?

Although coded as purchase transactions, the footnotes state the common stock was bought from Q32 Bio in a private placement. That means new shares were issued directly by the company to OrbiMed-affiliated funds instead of being acquired on the open market.