Q32 Bio prices public offering, expects about $187.6 million in net proceeds

Q32 Bio Inc. entered into an underwriting agreement on July 14, 2026 with Morgan Stanley & Co. LLC, Jefferies LLC, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. as representatives of a group of underwriters, agreeing to sell 6,027,399 shares of common stock at $18.25 per share and pre-funded warrants for up to 4,931,506 additional shares at $18.2499 per warrant.¹

The underwriters also received a 30-day option to purchase up to an additional 1,643,835 shares at the public offering price, less underwriting discounts and commissions.¹ All the firm shares and pre-funded warrants in the offering were sold by the company.¹

The offering is expected to close on July 16, 2026, subject to customary closing conditions.¹ The company estimates net proceeds of approximately $187.6 million, or $215.8 million if the underwriters fully exercise their option to purchase the additional shares.¹

Proceeds are intended for working capital, including research, clinical development and commercialization efforts, including support for advancing bempikibart into future clinical trials.¹

On the warrant terms, each pre-funded warrant is exercisable for one share of common stock at $0.0001 per share, or through cashless exercise, and remains exercisable at any time after issuance until fully exercised.¹ Warrant holders are capped from exercising if it would push their beneficial ownership above 4.99% or 9.99%, though holders may adjust that ownership limit up to 19.99% with 61 days' notice.¹ The company does not plan to list the pre-funded warrants on Nasdaq or any other trading system.¹

The offering was conducted under a shelf registration statement on Form S-3 that was filed June 25, 2026 and declared effective by the SEC on July 13, 2026, with a final prospectus supplement dated July 14, 2026.¹

The company noted risks including whether additional data or ongoing analyses will support its current expectations for bempikibart, including durability of clinical responses, and whether future studies may cost more or need additional funding that may not be available on favorable terms.¹