8-K - Q32 Bio Inc. | StockGist

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Q32 Bio Inc. entered into a securities purchase agreement for a $10.5 million registered direct offering of 1,666,679 shares of common stock at $3.90 per share and pre-funded warrants to purchase 1,025,654 shares at $3.8999 per share equivalent. The net proceeds will fund working capital, research, clinical development, and advancement of bempikibart into future clinical trials for alopecia areata.

Key Takeaways

1Entered securities purchase agreement on February 17, 2026 with institutional investors

2Issuing 1,666,679 shares of common stock at $3.90 per share

3Issuing pre-funded warrants to purchase 1,025,654 shares at $3.8999 per share equivalent

4Gross proceeds of approximately $10.5 million before offering expenses

5Closing expected on or about February 18, 2026 subject to customary conditions

6Proceeds for working capital, research, clinical development including bempikibart trials for alopecia areata

Current Report Details

Event Type

Material Agreement

Other Event

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On February 17, 2026, Q32 Bio Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agree

Material Agreement

$3.90$3.90$10.5M

Source Document

8.01

Other Events. On February 17, 2026, the Company issued a press release entitled “Q32 Bio Announces $10.5 Million Registered Direct Offering.” A copy of the pres

Other Event

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 5.1 Opinion of Goodwin Procter LLP. 10.1 Form of Securi

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: securities purchase agreement
Parties: Q32 Bio Inc., certain institutional investors

•Issuance of 1,666,679 shares of common stock at $3.90 per share
•Issuance of pre-funded warrants to purchase 1,025,654 shares at $3.8999 per share equivalent
•Gross proceeds approximately $10.5 million before offering expenses
•Pre-funded warrants exercisable at $0.0001 per share, expire when exercised in full
•9.99% beneficial ownership limitation on warrant exercise
•Customary representations, warranties, conditions to closing, termination provisions, and indemnification
•Use of net proceeds for working capital including research, clinical development, and commercialization efforts for bempikibart in alopecia areata trials

Exhibits (5)

10.1

EX-10.1

4.1

EX-4.1

5.1

EX-5.1

8-K

99.1

EX-99.1