UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed, 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 “Common Stock”), through the Sales Agent. The Company previously filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) on March 27, 2026, relating to the offer and sale of shares of Common Stock having an aggregate offering price of up to $14,200,000 (the “Shares”) pursuant to the Sales Agreement (the “Prior Prospectus Supplement”). As of the date hereof, the Company has sold an aggregate amount of $14,200,000 under the Prior Prospectus Supplement. Accordingly, the offering pursuant to the Prior Prospectus Supplement has been terminated and the Company will not make any further offer or sale of Shares pursuant to the Prior Prospectus Supplement.
On April 24, 2026, the Company filed an additional prospectus supplement relating to the offer and sale of shares of Common Stock having an aggregate offering price of up to $75,000,000 (the “Additional Shares”) pursuant to the Sales Agreement. The Additional 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 SEC on April 11, 2025 and declared effective by the SEC on April 21, 2025. Goodwin Procter LLP, counsel to the Company, has issued a legal opinion relating to the Additional 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 Additional Shares, nor shall there be any offer, solicitation or sale of the Additional 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.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 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: April 24, 2026 | By: | /s/ Jodie Morrison | ||||
| Jodie Morrison | ||||||
| Chief Executive Officer | ||||||