--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-077930" form_type: "8-K" ticker: "QTTB" cik: "0001661998" company_name: "Q32 Bio Inc." filed_at: "2024-03-27T23:59:59+00:00" generated_at: "2026-06-04T07:13:38.016052+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Q32 Bio completes reverse merger with Homology Medicines; raises $42M in pre-closing financing ## Summary - Merger closed March 25, 2024; former Homology renamed Q32 Bio Inc., trading as QTTB on Nasdaq. - Pre-closing financing of $42M (35M shares at ~$1.20/share) from accredited investors. - Homology stockholders receive one CVR per share for potential payments from legacy asset sales (HMI-103, etc.). - New board and officers installed; lock-up agreements for 180 days for certain stockholders and executives. - Post-merger shares outstanding ~11.93M; reverse stock split 1:18 effected March 25. ## SEC filing metadata - accession: 0001193125-24-077930 - form_type: 8-K - ticker: QTTB - cik: 0001661998 - company_name: Q32 Bio Inc. - filed_at: 2024-03-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 9.01, 5.02, 2.02, 2.03, 3.02, 3.03, 4.01, 5.01, 5.03, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/d811189d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-077930 - JSON: https://secwatch.observer/filing/0001193125-24-077930.json - Plain text: https://secwatch.observer/filing/0001193125-24-077930.txt ## Key facts - Auditor Changes Q32 Bio Inc. dismissed Deloitte & Touche LLP as its auditor. - Action: dismissal - Auditor: Deloitte & Touche LLP - Successor: Ernst & Young LLP source text: On March 25, 2024, following the completion of the Merger, Deloitte was dismissed as our independent registered public accounting firm. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Auditor Changes Q32 Bio Inc. engaged Ernst & Young LLP as its auditor. - Action: engagement - Auditor: Ernst & Young LLP source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Debt Financings Q32 Bio Inc. incurred term loan with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company. - Instrument: term loan - Counterparty: Silicon Valley Bank, a division of First-Citizens Bank & Trust Company - Event: incurrence source text: On March 26, 2024, Q32 drew down the tranche B term loan advance of $7.0 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Alise S. Reicin resigned as Director at Q32 Bio Inc.. - Action: resigned - Role: Director source text: Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Steven Gillis resigned as Director at Q32 Bio Inc.. - Action: resigned - Role: Director source text: Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Matthew R. Patterson resigned as Director at Q32 Bio Inc.. - Action: resigned - Role: Director source text: Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Isaac Manke was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Jeffrey V. Poulton resigned as Director at Q32 Bio Inc.. - Action: resigned - Role: Director source text: Steven Gillis, Matthew R. Patterson, Jeffrey V. Poulton and Alise S. Reicin resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Mark Iwicki was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Diyong Xu was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Mark Iwicki was appointed as Chairperson of the Board at Q32 Bio Inc.. - Action: appointed - Role: Chairperson of the Board source text: In addition, Mark Iwicki was appointed Chairperson of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Jodie Morrison was appointed as Chief Executive Officer at Q32 Bio Inc.. - Action: appointed - Role: Chief Executive Officer source text: Ms. Morrison, age 48, has served as our Chief Executive Officer and a member of the Board since completion of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Arthur Tzianabos was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Bill Lundberg was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Mary Thistle was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Jodie Morrison was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change Kathleen LaPorte was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Executive change David Grayzel was appointed as Director at Q32 Bio Inc.. - Action: appointed - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Governance Changes Q32 Bio Inc.: Filed certificate of amendment to increase authorized shares from 200M to 400M after stockholder approval and effect 1:18 reverse stock split (effective 2024-03-25). - Change: charter amendment - Effective: 2024-03-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Governance Changes Q32 Bio Inc.: Company ceased to be a shell company as a result of the Merger. - Change: shell status source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - Governance Changes Q32 Bio Inc.: Filed second certificate of amendment to change company name to Q32 Bio Inc (effective 2024-03-25). - Change: charter amendment - Effective: 2024-03-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm - M&A Transactions Q32 Bio Inc. completed an acquisition involving Legacy Q32 (closed 2024-03-25). - Action: acquisition - Counterparty: Legacy Q32 - Closing: 2024-03-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1661998/000119312524077930/0001193125-24-077930-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.