Q32 Bio Inc. (QTTB): auditor change — Q32 Bio completes reverse merger with Homology Medicines; raises $42M in pre-closing financing

On March 25, 2024, following the completion of the Merger, Deloitte was dismissed as our independent registered public accounting firm.

(b) Appointment of New Independent Registered Public Accounting Firm Ernst & Young LLP, or E&Y, served as the independent registered public accounting firm of Legacy Q32 prior to the completion of the Merger.

On March 26, 2024, Q32 drew down the tranche B term loan advance of $7.0 million.

Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board

Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board

Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

In addition, Mark Iwicki was appointed Chairperson of the Board.

Ms. Morrison, age 48, has served as our Chief Executive Officer and a member of the Board since completion of the Merger.

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

Effective upon the closing of the Merger on March 25, 2024, the Board was reconstituted as follows: (i) Arthur Tzianabos and Mary Thistle (designated by Homology), and (ii) Jodie Morrison, David Grayzel, Diyong Xu, Isaac Manke, Kathleen LaPorte, Mark Iwicki and Bill Lundberg (designated by Legacy Q32).

We filed a certificate of amendment to the Charter with the Secretary of State of the State of Delaware on March 25, 2024, which took effect on March 25, 2024, and following which each 18 shares of common stock issued and outstanding immediately prior thereto were automatically reclassified, combined, converted and changed into one share of our common stock, and which increased the number of authorized shares of our common stock to 400,000,000.

As a result of the Merger, we ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the closing of the Merger.

On March 25, 2024, we filed a second certificate of amendment to the Charter with the Secretary of State of the State of Delaware to change our name to "Q32 Bio Inc.", which name change became effective on March 25, 2024.

On March 25, 2024, the parties to the Merger Agreement completed the merger of Merger Sub with and into Legacy Q32, with Legacy Q32 surviving as our wholly owned subsidiary, the Merger, and the other transactions contemplated thereby in accordance with the terms of the Merger Agreement, and our business became primarily the business conducted by Legacy Q32.