Основная статистика
| LEI | 549300RWKPJEFTM3K452 |
| CIK | 1661998 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Homology Medicines, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Q32 Bio Inc. |
|
| August 6, 2025 |
Exhibit 99.1 Q32 Bio Reports Second Quarter 2025 Financial Results and Provides Corporate Update - Dosing of patients in Part A open-label extension (OLE) and Part B of SIGNAL-AA ongoing; SIGNAL-AA Part B topline data readout on-track for 1H’26 - - Strengthened leadership team with appointment of Adrien Sipos, M.D., Ph.D., an immunologist and seasoned Immunology and Inflammation (I&I) drug devel |
|
| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 06, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
|
| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
|
| June 25, 2025 |
EX-99.1 2 d917821dex991.htm EX-99.1 Exhibit 99.1 Q32 Bio Appoints Adrien Sipos, M.D., Ph.D., as Interim Chief Medical Officer — Dr. Sipos is an immunologist and seasoned Immunology and Inflammation (I&I) drug developer, with over 25 years of clinical development and medical affairs leadership experience — WALTHAM, Mass.—June 25, 2025 – Q32 Bio Inc. (Nasdaq: QTTB) (“Q32 Bio”), a clinical stage biot |
|
| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
|
| June 17, 2025 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF Q32 BIO INC. Q32 Bio Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corpo |
|
| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
|
| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
|
| May 8, 2025 |
Exhibit 99.1 Q32 Bio Reports First Quarter 2025 Financial Results and Provides Corporate Update - First patient dosed in SIGNAL-AA Phase 2a Part B; topline data readout on-track for 1H’26 - - First patient dosed in SIGNAL-AA Part A open label extension (OLE) - - Fast Track designation (FTD) granted to bempikibart for the treatment of alopecia areata (AA); SIGNAL-AA Part A results presented as a la |
|
| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Q32 Bio Inc. |
|
| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number |
|
| April 17, 2025 |
Q32 Bio Inc. 830 Winter Street Waltham, Massachusetts 02451 CORRESP Q32 Bio Inc. 830 Winter Street Waltham, Massachusetts 02451 April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Q32 Bio Inc. Registration Statement on Form S-3 (File No. 333-286491) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 under the |
|
| April 11, 2025 |
Form of Subordinated Debt Indenture EX-4.3 Exhibit 4.3 Q32 BIO INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt Securities TABLE OF CONTENTS1 Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Cer |
|
| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| April 11, 2025 |
As filed with the Securities and Exchange Commission on April 11, 2025 Table of Contents As filed with the Securities and Exchange Commission on April 11, 2025 Registration No. |
|
| April 11, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Q32 Bio Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee C |
|
| April 11, 2025 |
As filed with the Securities and Exchange Commission on April 11, 2025 Table of Contents As filed with the Securities and Exchange Commission on April 11, 2025 Registration No. |
|
| April 11, 2025 |
EX-4.2 Exhibit 4.2 Q32 BIO INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Senior Debt Securities TABLE OF CONTENTS1 Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certifica |
|
| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Q32 Bio Inc. ( |
|
| March 11, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Q32 Bio Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value pe |
|
| March 11, 2025 |
Exhibit 19.1 Q32 BIO INC. Insider Trading POLICY Q32 Bio Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe consequences associated with violations of |
|
| March 11, 2025 |
Exhibit 99.1 Q32 Bio Reports Fourth Quarter 2024 Financial Results and Provides Corporate Update - Presented bempikibart SIGNAL-AA Phase 2a Part A alopecia areata (AA) data demonstrating encouraging clinical activity and highlighting the potential to be a differentiated treatment as a late-breaking oral presentation at the 2025 American Academy of Dermatology (AAD) Annual Meeting - - Advancing bem |
|
| March 11, 2025 |
As filed with the Securities and Exchange Commission on March 11, 2025 As filed with the Securities and Exchange Commission on March 11, 2025 Registration No. |
|
| March 11, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number |
|
| March 11, 2025 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 8 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| March 10, 2025 |
Exhibit 99.1 Q32 Bio Presents Results from SIGNAL-AA Part A Clinical Trial Evaluating Bempikibart in Patients with Alopecia Areata at the 2025 American Academy of Dermatology Meeting — Results presented in AAD late-breaker demonstrate bempikibart’s encouraging improvement on SALT reduction at week 24 and continued effects after dosing cessation in patients with severe and very severe alopecia area |
|
| March 10, 2025 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 7 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
|
| February 10, 2025 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 6 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| February 10, 2025 |
Exhibit 99.1 Q32 Bio Announces Strategic Restructuring to Focus on Advancement of Bempikibart in Patients with Alopecia Areata - Based on continued emergence of bempikibart data from SIGNAL-AA Part A, including strong re-consent rates and patient demand for continued dosing, Company initiating open-label extension in 1H’25; SIGNAL-AA Part B remains on track for initiation of dosing in 1H’25, with |
|
| February 10, 2025 |
Regulation FD Disclosure, Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| January 13, 2025 |
Exhibit 99.1 Building The Future of Immune Therapeutics Company Overview January 2025 Forward Looking Statements This presentation has been prepared by Q32 Bio Inc. (“we”, “us,” “our,” “Q32” or the “Company”) and is made for informational purposes only. The information set forth herein does not purport to be complete or contain all of the information you may desire. Statements contained herein are |
|
| December 11, 2024 |
Exhibit 99.1 Q32 Bio Provides Bempikibart Program Update, Including Next Steps for Advancing Alopecia Areata Development Program — SIGNAL-AA demonstrated encouraging clinical activity of bempikibart in patients with alopecia areata (AA), including improvement from baseline on SALT score and meaningful achievement of SALT-20 response — — SIGNAL-AD Phase 2a clinical trial in atopic dermatitis demons |
|
| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| December 11, 2024 |
EX-99.2 Exhibit 99.2 Building The Future of Immune Therapeutics Company Overview December 2024 Forward Looking Statements This presentation has been prepared by Q32 Bio Inc. (“we”, “us,” “our,” “Q32” or the “Company”) and is made for informational purposes only. The information set forth herein does not purport to be complete or contain all of the information you may desire. Statements contained h |
|
| December 11, 2024 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 5 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| November 14, 2024 |
QTTB / Q32 Bio Inc. / 5AM Ventures IV, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2427620d25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Q32 Bio Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 746964105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
|
| November 13, 2024 |
QTTB / Q32 Bio Inc. / BRISTOL MYERS SQUIBB CO - SC 13G Passive Investment SC 13G 1 ef20038540sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Q32 Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 746964105 (CUSIP Number) March 25, 2024 (Date of Event Which Requires Filing of this Statement) Check the Appropriat |
|
| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2024 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| November 7, 2024 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 4 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| November 7, 2024 |
Exhibit 99.1 Q32 Bio Reports Third Quarter 2024 Financial Results and Provides Corporate Update - Bempikibart Phase 2 topline results in atopic dermatitis (AD) and alopecia areata (AA) remain on-track for Q4’24, with topline data from both trials expected in December - - Enrollment ongoing in ADX-097 Phase 2 basket trial for complement mediated renal diseases, with topline data expected in 2H’25 a |
|
| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Q32 Bio Inc. |
|
| October 25, 2024 |
QTTB / Q32 Bio Inc. / Temasek Holdings (Private) Ltd - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2 )* Q32 Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) |
|
| August 8, 2024 |
Exhibit 99.1 Q32 Bio Reports Second Quarter 2024 Financial Results and Provides Corporate Update - Completed enrollment in bempikibart atopic dermatitis (AD) Phase 2 clinical trial and increased trial size to 121 patients based on Part B patient demand - - Bempikibart Phase 2 topline results in AD and alopecia areata (AA) remain on-track for Q4’24 - - Enrolling patients in the Phase 2 basket trial |
|
| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number |
|
| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Q32 Bio Inc. |
|
| August 8, 2024 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 3 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| July 9, 2024 |
Exhibit 99.1 Q32 Bio Announces Completion of Enrollment in the SIGNAL-AD Phase 2 Clinical Trial of Bempikibart for Atopic Dermatitis - Exceeded enrollment target due to patient demand; trial size increased to 121 patients - - Bempikibart topline results remain on track to be released in Q4’24 - WALTHAM, Mass.—July 9, 2024 – Q32 Bio Inc. (NASDAQ: QTTB) (“Q32 Bio”), a clinical stage biotechnology co |
|
| July 9, 2024 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 2 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 09, 2024 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
|
| May 31, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Q32 Bio Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value pe |
|
| May 31, 2024 |
As filed with the Securities and Exchange Commission on May 31, 2024 As filed with the Securities and Exchange Commission on May 31, 2024 Registration No. |
|
| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 - Exit Filing)* Homology Medicines, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 746964105 (CUSIP Number) March 25, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d |
|
| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2024 Q32 Bio Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
|
| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Q32 Bio Inc. |
|
| May 9, 2024 |
Up to 1,682,045 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 Prospectus Supplement No. 1 (to Prospectus dated April 29, 2024) Up to 1,682,045 Shares of Common Stock This prospectus supplement supplements the prospectus, dated April 29, 2024, or the Prospectus, which forms a part of our registration statement on Form S-1 (No. 333-278829). This prospectus supplement is being filed to update and supp |
|
| May 9, 2024 |
Exhibit 99.1 Q32 Bio Reports First Quarter 2024 Financial Results and Provides Corporate Update - Completed enrollment in bempikibart alopecia areata (AA) Phase 2 clinical trial, with topline results expected in Q4’24; enrollment in bempikibart atopic dermatitis (AD) Phase 2 clinical trial remains on-track, with topline results expected in Q4’24 - - ADX-097 continues to advance, with anticipated P |
|
| April 29, 2024 |
Up to 1,682,045 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-278829 PROSPECTUS Up to 1,682,045 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 1,682,045 shares of common stock, par value $0.0001 per share, of Q32 Bio Inc. We are regist |
|
| April 25, 2024 |
Q32 Bio Inc. 830 Winter Street Waltham, MA 02451 Q32 Bio Inc. 830 Winter Street Waltham, MA 02451 April 25, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance – Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Q32 Bio Inc. Registration Statement on Form S-1 File No. 333-278829 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ |
|
| April 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Q32 Bio Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Commo |
|
| April 19, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on April 19 , 2024 Registration No. |
|
| April 12, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF Q32 BIO INC. Legal Name of Subsidiary Jurisdiction of Organization Q32 Bio Securities Corp. Massachusetts Q32 Bio Australia Pty Ltd Australia Q32 Bio Operations Inc. Delaware |
|
| April 12, 2024 |
Description of Registrant’s Securities. Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description summarizes some of the terms of our restated certificate of incorporation and amended and restated bylaws and of the Delaware General Corporation Law. This description is summarized from, and qualified in its entirety by reference to, our restated certificate of incorporation and amended and restated bylaws, each of which has been |
|
| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. |
|
| April 12, 2024 |
Exhibit 97.1 Q32 BIO INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Q32 Bio Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of March 25, 2024 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy shall |
|
| April 4, 2024 |
Joint Filing Agreement PURSUANT TO RULE 13d-1(k) EX-99.4 2 exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.4 Joint Filing Agreement PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional |
|
| April 4, 2024 |
GB:0T6G / Q32 Bio Inc. / ACORN BIOVENTURES, L.P. - Q32 BIO INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Q32 Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 746964105 (CUSIP Number) Anders Hove A |
|
| April 1, 2024 |
GB:0T6G / Q32 Bio Inc. / Atlas Venture Fund X, L.P. - SC 13D Activist Investment SC 13D 1 tm2410414d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Q32 Bio Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 746964105 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8th |
|
| March 29, 2024 |
EX-24 2 d788523dex24.htm EX-24 Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings. Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne Frederick, |
|
| March 29, 2024 |
EX-99 3 d788523dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the i |
|
| March 29, 2024 |
SC 13G 1 d788523dsc13g.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Q32 Bio Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title |
|
| March 28, 2024 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated March 26, 2024, with respect to the common stock, par value $0. |
|
| March 28, 2024 |
GB:0T6G / Q32 Bio Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Q32 Bio Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 746964105 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address and Telephone Number of Person Au |
|
| March 27, 2024 |
Q32 Bio Inc. 2017 Stock Incentive Plan, and form of award agreements thereunder. EX-10.8 Exhibit 10.8 ADMIRX INC. 2017 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the AdMIRx Inc. 2017 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of AdMIRx Inc., a Delaware corporation (including any successor entity, th |
|
| March 27, 2024 |
Exhibit 10.3 LOCK-UP AGREEMENT , 2023 Q32 Bio Inc. 830 Winter St. Waltham, MA 02451 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Homology Medicines, Inc., a Delaware corporation (“Homology”), has entered into an Agreement and Plan of Merger, dated as of November 16, 2023 (as the same may be amended from time to time, the “Mer |
|
| March 27, 2024 |
Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Q32 Bio Inc., a Delaware corporation (the “Company”), and you, Jason Campagna, and is effective as of, and conditioned on the closing of, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 16, 2023, by and among the Company, Homology Medicines, Inc., and the othe |
|
| March 27, 2024 |
Exhibit 99.1 CONFIDENTIAL Q32 Bio Announces Closing of Merger with Homology Medicines and Concurrent Private Placement of $42 Million — Q32 Bio to focus on advancement of bempikibart (ADX-914) in ongoing atopic dermatitis (AD) and alopecia areata (AA) Phase 2 clinical trials and commencement of ADX-097 Phase 2 renal basket clinical trial in patients with complement disorders — — Post-transaction c |
|
| March 27, 2024 |
EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF HOMOLOGY MEDICINES, INC. Homology Medicines, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That the name of the corporation is Homology Medicines, Inc. The Corporation was origina |
|
| March 27, 2024 |
Q32 Bio Inc. Warrant to Purchase Common Stock dated July 12, 2023. Exhibit 10.14 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBST |
|
| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 (March 25, 2024) Q32 Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation) (Commi |
|
| March 27, 2024 |
Letter from Deloitte & Touche LLP dated March 26, 2024. Exhibit 16.1 March 26, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Q32 Bio Inc.’s (formerly known as Homology Medicines, Inc.) Form 8-K dated March 26, 2024, and have the following comments: 1. We are in agreement with the statements made in part (a) Dismissal of Independent Registered Public Accounting Firm. 2. |
|
| March 27, 2024 |
Exhibit 10.5 CONSENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Consent and Eighth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of March, 2024 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Q32 Bio Inc., a Delaware corporation (“Borrower”) whose address is 830 Winter Street, Waltham, Massachusetts |
|
| March 27, 2024 |
Exhibit 99.3 BUSINESS On March 25, 2024, we completed the previously announced business combination with Legacy Q32 in accordance with the terms of the Merger Agreement, pursuant to which, among other matters, Merger Sub merged with and into Legacy Q32, with Legacy Q32 surviving as our wholly owned subsidiary (such business combination, the Merger). In connection with the completion of the Merger, |
|
| March 27, 2024 |
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA Exhibit 99.6 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA Selected Historical Consolidated Financial Data of Homology The following tables summarize Homology’s consolidated financial data. The consolidated statement of operations data for the years ended December 31, 2023 and the consolidated balance sheet data as of December 31, 2023 have been derived from the audited consolidated financial st |
|
| March 27, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made and entered into as of November 16, 2023 (the “Effective Date”) by and among Q32 Bio Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwis |
|
| March 27, 2024 |
EX-10.10 Exhibit 10.10 Q32 BIO INC. 2024 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Q32 Bio Inc. 2024 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Q32 Bio Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). 120,836 shar |
|
| March 27, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF HOMOLOGY MEDICINES, INC. Homology Medicines, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That the board of directors of the Corporation duly adopted resolutions recommending and declar |
|
| March 27, 2024 |
Exhibit 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Q32 Bio Inc., a Delaware corporation (the “Company”), and you, Shelia Violette, and is effective as of, and conditioned on the closing of, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 16, 2023, by and among the Company, Homology Medicines, Inc., and the oth |
|
| March 27, 2024 |
EX-10.6 Exhibit 10.6 Q32 BIO INC. AMENDED AND RESTATED FORM OF OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Q32 Bio Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS |
|
| March 27, 2024 |
Q32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.4 Q32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of Q32’s financial condition and results of operations should be read together with Q32’s consolidated financial statements and the related notes appearing elsewhere in this Current Report on Form 8-K. This discussion and other parts of this Current Report on |
|
| March 27, 2024 |
Exhibit 99.5 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Years ended December 31, 2023 and 2022 Page Report of Independent Registered Public Accounting Firm (PCAOB ID:42) F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations and Comprehensive Loss F-5 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit F-6 Consolidated Statements of Cash Flows F-7 No |
|
| March 27, 2024 |
Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Q32 Bio Inc., a Delaware corporation (the “Company”), and you, Lee Kalowski, and is effective as of, and conditioned on the closing of, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 16, 2023, by and among the Company, Homology Medicines, Inc., and the other |
|
| March 27, 2024 |
Exhibit 10.9 Q32 BIO INC. 2024 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Q32 Bio Inc. 2024 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Q32 Bio Inc. (the “Company”) and its Affiliat |
|
| March 27, 2024 |
Q32 Bio Inc. Warrant to Purchase Common Stock dated December 11, 2020. Exhibit 10.13 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBST |
|
| March 27, 2024 |
Exhibit 10.12 Q32 BIO INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Q32 Bio Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Com |
|
| March 27, 2024 |
EX-10.7 Exhibit 10.7 Q32 BIO INC. AMENDED AND RESTATED FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Q32 Bio Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREA |
|
| March 27, 2024 |
EX-10.4 Exhibit 10.4 CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN HOMOLOGY MEDICINES, INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of March 23, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 CONTINGENT VALUE RIGHTS 5 Section 2.1 Holders of CVRs; Appointment of Rights Agent 5 Section 2.2 Non-transferable 5 Section 2.3 No Certificate; Registr |
|
| March 27, 2024 |
Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Q32 Bio Inc., a Delaware corporation (the “Company”), and you, Jodie Morrison and is effective as of, and conditioned on the closing of, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 16, 2023, by and among the Company, Homology Medicines, Inc., and the other |
|
| March 27, 2024 |
Exhibit 99.2 RISK FACTORS On March 25, 2024, we completed the business combination with the privately held Delaware corporation, Q32 Bio, Inc., or Legacy Q32, in accordance with the terms of the Agreement and Plan of Merger dated as of November 16, 2023, or the Merger Agreement, among Legacy Q32, Homology Medicines, Inc., or Homology, and its wholly-owned merger subsidiary. We refer to this busine |
|
| March 27, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 25, 2024, among Q32 Bio Inc., a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”). WHEREAS, the Company is party to that certain Agreement and Plan of Merger by and amon |
|
| March 27, 2024 |
Exhibit 10.11 Q32 BIO INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Q32 Bio Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directo |
|
| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorp |
|
| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizat |
|
| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizat |
|
| March 14, 2024 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0. |
|
| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homology Medic |
|
| March 13, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 HOMOLOGY MEDICINES, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Homology Medicines, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 6, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to |
|
| March 13, 2024 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Homology Medicines, Inc. (the “Company,” “we,” “us” and “our”) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our restated certificate of incorporation and o |
|
| March 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276093 Prospectus Supplement No. 1 (To Proxy Statement/Prospectus dated February 14, 2024) Homology Medicines, Inc. This prospectus supplement updates, amends and supplements the proxy statement/prospectus dated February 14, 2024 (the “Proxy Statement/Prospectus”), relating to the proposed merger of Homology Medicines, Inc., a Delaware corporat |
|
| March 13, 2024 |
As filed with the Securities and Exchange Commission on March 13, 2024 As filed with the Securities and Exchange Commission on March 13, 2024 Registration No. |
|
| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizat |
|
| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizat |
|
| February 21, 2024 |
Filed by Homology Medicines, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Homology Medicines, Inc. Filer’s SEC File No.: 001-38433 Date: February 21, 2024 Q32 Bio Announces Publication of Preclinical Data in Molecular Therapy Demonstrating the Therapeutic Potential of Tissue-Targeted C |
|
| February 14, 2024 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-276093 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Homology Medicines, Inc. and Q32 Bio Inc., Homology Medicines, Inc., a Delaware corporation, or Homology, and Q32 Bio Inc., a Delaware corporation, or Q32, entered into an Agreement and Plan of Merger, or the Merger Agreement, on November 16, 2023, pursu |
|
| February 13, 2024 |
As filed with the Securities and Exchange Commission on February 13, 2024 S-4/A Table of Contents As filed with the Securities and Exchange Commission on February 13, 2024 Registration No. |
|
| February 13, 2024 |
Homology Medicines, Inc. One Patriots Park Bedford, MA 01730 Homology Medicines, Inc. One Patriots Park Bedford, MA 01730 February 13, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Homology Medicines, Inc. Registration Statement on Form S-4 Originally Filed December 18, 2023 (File No. 333-276093) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of |
|
| February 13, 2024 |
Exhibit 99.1 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. V26826-S83324 HOMOLOGY MEDICINES, INC. Special Meeting of Stockholders March 15, 2024 9:00 AM Eastern Time This proxy is solicited by the Board of Directors The undersigned stockholder(s) hereby appoint(s) Paul Alloway, Ph.D., and Ch |
|
| February 12, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on February 12, 2024 Registration No. |
|
| February 12, 2024 |
Q32 Bio Inc. 2024 Stock Option and Incentive Plan Exhibit 10.59 Q32 BIO INC. 2024 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Q32 Bio Inc. 2024 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Q32 Bio Inc. (the “Company”) and its Affilia |
|
| February 12, 2024 |
Exhibit 21.2 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Q32 Bio Securities Corp. Massachusetts Q32 Bio Australia Pty Ltd Australia |
|
| February 12, 2024 |
Q32 Bio Inc. 2024 Employee Stock Purchase Plan Exhibit 10.60 Q32 BIO INC. 2024 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Q32 Bio Inc. 2024 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Q32 Bio Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). 2,175,095 shares of C |
|
| February 12, 2024 |
200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh February 12, 2024 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo VIA EDGAR DELIVERY L |
|
| January 29, 2024 |
Q32 Bio Inc. 2024 Stock Option and Incentive Plan Exhibit 10.59 Q32 BIO INC. 2024 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Q32 Bio Inc. 2024 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Q32 Bio Inc. (the “Company”) and its Affilia |
|
| January 29, 2024 |
Consent of Kathy LaPorte to be named as a director. Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Homology Medicines, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all a |
|
| January 29, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on January 26, 2024 Registration No. |
|
| January 29, 2024 |
Amendment to Offer Letter, dated October 19, 2023, by and between Q32 Bio Inc. and Jodie Morrison Exhibit 10.63 October 19, 2023 Re: Amendment to September 8, 2022, Letter Agreement Jodie Morrison Dear Jodie: On behalf of Q32 Bio, Inc (the “Company”), I am pleased to confirm our offer to amend the terms of the letter agreement you entered into with the Company dated September 8, 2022 (the “Letter Agreement”). 1. The Amendment. Except to the extent specifically set forth herein in this amendmen |
|
| January 29, 2024 |
Consent of Bill Lundberg to be named as a director. Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Homology Medicines, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all a |
|
| January 29, 2024 |
Consent of David Grayzel to be named as a director. Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Homology Medicines, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all a |
|
| January 29, 2024 |
Q32 Bio Inc. 2024 Employee Stock Purchase Plan Exhibit 10.60 Q32 BIO INC. 2024 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Q32 Bio Inc. 2024 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Q32 Bio Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). shares of Common S |
|
| January 29, 2024 |
Offer Letter, dated September 8, 2017, by and between Admirx Inc. and Shelia Violette Exhibit 10.64 AdMIRx Inc. September 8, 2017 Shelia Violette Dear Shelia: On behalf of AdMIRx Inc. (the “Company”), I am pleased to offer you employment with the Company on the following terms and conditions. 1. Position. Your initial position with the Company will be Chief Scientific Officer, and you will report to the Company’s Chief Executive Officer (prior to the appointment of a Chief Executiv |
|
| January 29, 2024 |
Consent of Mark Iwicki to be named as a director. Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Homology Medicines, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all a |
|
| January 29, 2024 |
Exhibit 99.1 HOMOLOGY MEDICINES, INC. ONE PATRIOTS PARK BEDFORD, MA 01730 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on [TBD], 2024. Have your proxy card in hand when you access the web site and follow the instructions to |
|
| January 29, 2024 |
Consent of Diyong Xu to be named as a director. Exhibit 99.10 Consent to be Named as a Director In connection with the filing by Homology Medicines, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all |
|
| January 29, 2024 |
Offer Letter, dated February 11, 2021, by and between Q32 Bio Inc. and Jason Campagna. Exhibit 10.61 February 11, 2021 BY EMAIL Jason Campagna Re: Employment Agreement Dear Jason: On behalf of Q32 Bio Inc. (the “Company”) I am pleased to offer you the position of Chief Medical Officer and look forward to building a truly great company together. This letter agreement (this “Agreement”) confirms the terms and conditions of your employment with the Company. 1. Position. You shall serve |
|
| January 29, 2024 |
Offer Letter, dated September 8, 2022, by and between Q32 Bio Inc. and Jodie Morrison. Exhibit 10.62 September 8, 2022 Re: Offer of Employment Jodie Morrison Dear Jodie: On behalf of Q32 Bio, Inc (the “Company”), I am pleased to confirm our offer to employ you as President and Chief Executive Officer (“CEO”) of the Company. The terms and conditions of your employment, should you accept this offer, are set forth below in this letter agreement (the “Agreement”): 1. Position. As CEO, y |
|
| January 29, 2024 |
Consent of Isaac Manke to be named as a director. Exhibit 99.9 Consent to be Named as a Director In connection with the filing by Homology Medicines, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all a |
|
| January 26, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organiz |
|
| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organiz |
|
| January 26, 2024 |
Exhibit 99.1 Building The Future of Immune Therapeutics Company Overview January 2024 Disclaimers Important Information for Investors This confidential presentation (Presentation) is for informational purposes only and is being provided to interested parties solely in their capacity as potential investors for the purpose of evaluating a potential private offering of securities (the Purpose) by Q32 |
|
| January 26, 2024 |
200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh January 26, 2024 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo VIA EDGAR DELIVERY Lo |
|
| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organi |
|
| January 3, 2024 |
Exhibit 99.1 Homology Medicines Receives NASDAQ Notification Regarding Minimum Bid Price Deficiency Homology Medicines has an initial 180-day period through June 26, 2024 to regain compliance with Minimum Bid Price Requirement Bedford, Mass., January 3, 2024—(BUSINESS WIRE)— Homology Medicines, Inc. (Nasdaq: FIXX) today announced that it received notification (“Nasdaq Notification”) from The Nasda |
|
| January 3, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or or |
|
| December 18, 2023 |
Exhibit 10.52 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of June, 2022 by and between SILICON VALLEY BANK (“Bank”) and Q32 BIO INC., a Delaware a corporation (“Borrower”) whose address is One Broadway, 11th Floor, Cambridge, Massachusetts 02142. RECITALS A. Bank and Borrower have entered into |
|
| December 18, 2023 |
Exhibit 10.39 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL EXCLUSIVE LICENSE AGREEMENT Parties to the Agreement: AdMiRx, University University Case Numbers: [***] TABLE OF CONTENTS Article 1 - Definitions Article 2 - Grant and Reservation of Rights Arti |
|
| December 18, 2023 |
Exhibit 10.49 AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of May 20, 2022 (the “Note Purchase Agreement”), is made as of August 3, 2022 by and among Q32 Bio Inc., a Delaware corporation (the “Company”), and the Purchasers listed on the signature pages hereto (the “Purchasers”). RECITALS WHEREAS, the Note Purchase Agreement |
|
| December 18, 2023 |
Exhibit 10.48 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of May 20, 2022 (the “Effective Date”), by and among Q32 BIO INC., a Delaware corporation (the “Company”), and each of the purchasers named on the Schedule of Purchasers attached hereto as Schedule I (the “Schedule of Purchasers”) (each individually a “Purchaser,” and collectively the “Purchasers”). W |
|
| December 18, 2023 |
Exhibit 10.43 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT between ADMIRX INC. and BRISTOL-MYERS SQUIBB COMPANY LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date last signed by a party |
|
| December 18, 2023 |
Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE w HOMOLOGY MEDICINES, INC. VOTE BY INTERNET ONE PATRIOTS PARK Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above BEDFORD, MA 01730 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on [TBD], 2024. Have your proxy card in hand when you access the web site |
|
| December 18, 2023 |
Exhibit 10.50 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 11, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and Q32 BIO INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 1. ACCOUNTING AND |
|
| December 18, 2023 |
Exhibit 10.57 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Seventh Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of November, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Q32 Bio Inc., a Delaware corporation (“Borrower”) whose address is 830 Winter Street, Waltham, Massachusetts 02451. RECITALS A. |
|
| December 18, 2023 |
Exhibit 10.9 Employment Agreement This Employment Agreement (this “Agreement”), dated as of November 16, 2023, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Charles Michaud, Jr. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and effective as of November 17 |
|
| December 18, 2023 |
Termination Agreement, dated November 10, 2023, between Q32 Bio Inc. and Horizon Therapeutics DAC. Exhibit 10.38 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. TERMINATION AGREEMENT This Termination Agreement (this “Agreement”) is entered into as of November 10, 2023 (the “Termination Date”) by and between Q32 Bio Inc. (“Q32”) and Horizon Therapeutics |
|
| December 18, 2023 |
Exhibit 10.5 CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN HOMOLOGY MEDICINES, INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of [*] TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 CONTINGENT VALUE RIGHTS 4 Section 2.1 Holders of CVRs; Appointment of Rights Agent 4 Section 2.2 Non-transferable 4 Section 2.3 No Certificate; Registration; Registration o |
|
| December 18, 2023 |
Exhibit 10.45 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDMENT TO LICENSE AGREEMENT This SECOND AMENDMENT TO LICENSE AGREEMENT (this “Amendment”), is effective as of the date signed by the last Party to sign below (the “Amendment Effective |
|
| December 18, 2023 |
Exhibit 10.55 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of April, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Sil |
|
| December 18, 2023 |
Exhibit 10.53 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of August, 2022 by and between SILICON VALLEY BANK (“Bank”) and Q32 BIO INC., a Delaware a corporation (“Borrower”) whose address is One Broadway, 11th Floor, Cambridge, Massachusetts 02142. RECITALS A. Bank and Borrower have entered into |
|
| December 18, 2023 |
Exhibit 10.44 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT 1 TO LICENSE AGREEMENT This Amendment 1 (“Amendment”), effective as of August 13, 2021 (“Amendment Effective Date”), amends the License Agreement (the “Agreement”) dated September 14, |
|
| December 18, 2023 |
EX-2.1 2 d938280dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among: HOMOLOGY MEDICINES, INC.; KENOBI MERGER SUB, INC.; and Q32 BIO INC. Dated as of November 16, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIVE PROVISIONS 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 16 ARTICLE II THE MERGER 17 2.1 The Merger 17 2. |
|
| December 18, 2023 |
Exhibit 10.8 Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (this “Agreement”), dated as of November 16, 2023, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Paul Alloway, Ph.D., J.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to |
|
| December 18, 2023 |
Exhibit 10.37 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND OPTION AGREEMENT dated as of August 12, 2022 by and between Q32 BIO INC. and HORIZON THERAPEUTICS IRELAND DAC TABLE OF CONTENTS Page Article I DEFINITIONS 2 1.1 Definitions 2 |
|
| December 18, 2023 |
Exhibit 10.56 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Sixth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 12th day of July, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Sili |
|
| December 18, 2023 |
Exhibit 10.54 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 21st day of December, 2022 by and between SILICON VALLEY BANK (“Bank”) and Q32 BIO INC., a Delaware corporation (“Borrower”) whose address is 830 Winter Street, Waltham, Massachusetts 02451. RECITALS A. Bank and Borrower have entered into that c |
|
| December 18, 2023 |
Consent of Jodie Morrison to be named as a director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Homology Medicines, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all a |
|
| December 18, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on December 15, 2023 Registration No. |
|
| December 18, 2023 |
Exhibit 10.40 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT This First Amendment to the Exclusive License Agreement (the “First Amendment”) is made and entered into this 8th day of February 2018 (“First |
|
| December 18, 2023 |
Exhibit 10.41 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT This Second Amendment to the Exclusive License Agreement (the “Second Amendment”) is made and entered into this 27th day of September 2018 (t |
|
| December 18, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) HOMOLOGY MEDICINES, INC. |
|
| December 18, 2023 |
Exhibit 10.10 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), effective as of November 17, 2023 (the “Effective Date”), is made by and between Homology Medicines, Inc., a Delaware corporation (the “Company”), and W. Bradford Smith (“Consultant”). WHEREAS, Consultant’s employment with the Company terminated on November 17, 2023 (the “Termination Date”); and WHEREAS, in connection |
|
| December 18, 2023 |
Exhibit 10.36 Confidential Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL ASSET PURCHASE AGREEMENT by and between Q32 BIO INC. and HORIZON THERAPEUTICS IRELAND DAC Dated as of August 12, 2022 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. PU |
|
| December 18, 2023 |
Consent of Cowen and Company, LLC. Exhibit 99.3 Consent of Cowen and Company, LLC The Board of Directors Homology Medicines, Inc. One Patriots Park Bedford, Massachusetts 01730 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated November 15, 2023, to the Board of Directors of Homology Medicines, Inc. (“Homology”), as Annex H to, and reference to such opinion letter under the headings “PROSPECTUS |
|
| December 18, 2023 |
Exhibit 10.42 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT This Third Amendment to the Exclusive License Agreement (the “Third Amendment”) is made and entered into this 9 th day of April 2019 (the “Thi |
|
| December 18, 2023 |
Exhibit 10.1 Final Form Q32 BIO INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 16, 2023 is made by and among Homology Medicines, Inc., a Delaware corporation (“Homology”), Q32 Bio Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company. WHEREAS, Homology, Kenobi |
|
| December 18, 2023 |
Exhibit 10.2 Execution Version HOMOLOGY MEDICINES, INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 16, 2023 is made by and among Homology Medicines, Inc., a Delaware corporation (“Homology”), Q32 Bio Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Homology. WHEREAS, |
|
| December 18, 2023 |
Q32 Bio Inc. 2017 Stock Option and Grant Plan Exhibit 10.58 ADMIRX INC. 2017 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the AdMIRx Inc. 2017 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of AdMIRx Inc., a Delaware corporation (including any successor entity, the “Comp |
|
| December 18, 2023 |
Exhibit 10.47 830 WINTER STREET WALTHAM, MASSACHUSETTS LEASE SUMMARY SHEET Execution Date: 3/30/2021 Tenant: Q32 Bio Inc., a Delaware corporation Tenant’s Mailing One Broadway Address Prior to 14th Floor Occupancy: Cambridge, MA 02142 Landlord: PPF OFF 828-830 WINTER STREET LLC, a Delaware limited liability company Building: 830 Winter Street, Waltham, Massachusetts (the “Building”). The Building |
|
| December 18, 2023 |
Exhibit 10.51 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of December, 2021 by and between SILICON VALLEY BANK (“Bank”) and Q32 BIO INC., a Delaware a corporation (“Borrower”) whose address is One Broadway, 11th Floor, Cambridge, Massachusetts 02142. RECITALS A. Bank and Borrower have entered in |
|
| December 18, 2023 |
Exhibit 10.46 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIRD AMENDMENT TO LICENSE AGREEMENT This THIRD AMENDMENT TO LICENSE AGREEMENT (this “Amendment”), is effective as of the date signed by the last Party to sign below (the “Amendment Effective D |
|
| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organi |
|
| November 16, 2023 |
Exhibit 99.2 Building The Future of Immune Therapeutics Confidential Company Overview November 2023 Disclaimers Important Information for Investors This confidential presentation (Presentation) is for informational purposes only and is being provided to interested parties solely in their capacity as potential investors for the purpose of evaluating a potential private offering of securities (the P |
|
| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organi |
|
| November 16, 2023 |
Exhibit 10.2 Q32 BIO INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 16, 2023 is made by and among Homology Medicines, Inc., a Delaware corporation (“Homology”), Q32 Bio Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company. WHEREAS, Homology, Kenobi Merger Sub |
|
| November 16, 2023 |
Exhibit 10.10 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), effective as of November 16, 2023 (the “Effective Date”), is made by and between Homology Medicines, Inc., a Delaware corporation (the “Company”), and W. Bradford Smith (“Consultant”). WHEREAS, Consultant’s employment with the Company terminated on November 16, 2023 (the “Termination Date”); and WHEREAS, in connection |
|
| November 16, 2023 |
Exhibit 99.1 Q32 Bio and Homology Medicines Announce Merger Agreement —The combined company will operate as Q32 Bio Inc., advancing the development of Q32 Bio’s two clinical development candidates, bempikibart (ADX-914) in Phase 2 for the treatment of atopic dermatitis (AD) and alopecia areata (AA), and ADX-097 entering Phase 2 for the treatment of complement disorders— —Q32 Bio has re-acquired wo |
|
| November 16, 2023 |
Frequently Asked Questions for Homology Employees 425 Filed by Homology Medicines, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Homology Medicines, Inc. Filer’s SEC File No.: 001-38433 Date: November 16, 2023 The following contains communications Homology Medicines, Inc. (“Homology”) made to its employees via email on November 16, 202 |
|
| November 16, 2023 |
Exhibit 10.1 HOMOLOGY MEDICINES, INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 16, 2023 is made by and among Homology Medicines, Inc., a Delaware corporation (“Homology”), Q32 Bio Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Homology. WHEREAS, Homology, Kenobi M |
|
| November 16, 2023 |
425 Filed by Homology Medicines, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Homology Medicines, Inc. Filer’s SEC File No.: 001-38433 Date: November 16, 2023 The following social media post was posted by Q32 Bio Inc. on LinkedIn on November 16, 2023: The following social media post wa |
|
| November 16, 2023 |
Exhibit 10.6 HOMOLOGY MEDICINES, INC. AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of November 16, 2023, by and between Homology Medicines, Inc. (the “Company”) and Albert Seymour, Ph.D. (“Executive,” and, together with the Company, the “Parties”). WHEREAS, the Parties entered into |
|
| November 16, 2023 |
Exhibit 10.4 LOCK-UP AGREEMENT November 16, 2023 Q32 Bio Inc. 830 Winter St. Waltham, MA 02451 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Homology Medicines, Inc., a Delaware corporation (“Homology”), has entered into an Agreement and Plan of Merger, dated as of November 16, 2023 (as the same may be amended from time to tim |
|
| November 16, 2023 |
Exhibit 10.5 CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN HOMOLOGY MEDICINES, INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of November 16, 2023 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 CONTINGENT VALUE RIGHTS 5 Section 2.1 Holders of CVRs; Appointment of Rights Agent 5 Section 2.2 Non-transferable 5 Section 2.3 No Certificate; Registration; |
|
| November 16, 2023 |
Exhibit 10.8 Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (this “Agreement”), dated as of November 16, 2023, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Paul Alloway, Ph.D., J.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to |
|
| November 16, 2023 |
Exhibit 10.3 LOCK-UP AGREEMENT November 16, 2023 Q32 Bio Inc. 830 Winter St. Waltham, MA 02451 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Homology Medicines, Inc., a Delaware corporation (“Homology”), has entered into an Agreement and Plan of Merger, dated as of November 16, 2023 (as the same may be amended from time to tim |
|
| November 16, 2023 |
425 Filed by Homology Medicines, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Homology Medicines, Inc. Filer’s SEC File No.: 001-38433 Date: November 16, 2023 Q32 Bio Regains Worldwide Rights to Bempikibart (ADX-914) from Amgen — Q32 Bio now wholly owns development and commercializatio |
|
| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organi |
|
| November 16, 2023 |
Exhibit 10.9 Employment Agreement This Employment Agreement (this “Agreement”), dated as of November 16, 2023, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Charles Michaud, Jr. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and effective as of November 16 |
|
| November 16, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: HOMOLOGY MEDICINES, INC.; KENOBI MERGER SUB, INC.; and Q32 BIO INC. Dated as of November 16, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIVE PROVISIONS 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 16 ARTICLE II THE MERGER 17 2.1 The Merger 17 2.2 Closing 17 2.3 Organizational Documents; Director |
|
| November 16, 2023 |
Exhibit 10.7 HOMOLOGY MEDICINES, INC. SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of November 16, 2023, by and between Homology Medicines, Inc. (the “Company”) and W. Bradford Smith (“Executive,” and, together with the Company, the “Parties”). WHEREAS, the Parties entered into the Employment Agreement, dated |
|
| November 16, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organi |
|
| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homol |
|
| October 10, 2023 |
Corporate Presentation October 2023 Exhibit 99.1 © Copyright 2023 Homology Medicines, Inc. All rights reserved. Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in S |
|
| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organiz |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homology M |
|
| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizati |
|
| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizati |
|
| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homology |
|
| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confiden |
|
| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confiden |
|
| March 16, 2023 |
HOMOLOGY MEDICINES, INC. One Patriots Park Bedford, Massachusetts 01730 CORRESP HOMOLOGY MEDICINES, INC. One Patriots Park Bedford, Massachusetts 01730 March 16, 2023 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance Mail Stop 3010 100 F Street, N.E. Washington, D.C. 20549 Attention: Arzhang Navai Re: HOMOLOGY MEDICINES, INC. Registration Statement on Form S-3 (Registration No. 333-270414) Ladies and Gentlemen: In accordance wit |
|
| March 9, 2023 |
Power of Attorney (included on signature pages below). S-8 As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
EX-4.3 Exhibit 4.3 HOMOLOGY MEDICINES, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. E |
|
| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homology Medic |
|
| March 9, 2023 |
EX-1.2 Exhibit 1.2 HOMOLOGY MEDICINES, INC. $75,000,000 COMMON STOCK SALES AGREEMENT March 9, 2023 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Homology Medicines, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during |
|
| March 9, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) HOMOLOGY MEDICINES, INC. |
|
| March 9, 2023 |
Powers of Attorney (incorporated by reference to the signature page hereto). S-3 Table of Contents As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Homology Medicines, Inc. |
|
| March 9, 2023 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Homology Medicines, Inc. (the “Company,” “we,” “us” and “our”) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our restated certificate of incorporation and o |
|
| January 4, 2023 |
EX-99.1 2 d567053dex991.htm EX-99.1 Corporate Presentation January 2023 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securitie |
|
| January 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organiza |
|
| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homol |
|
| November 10, 2022 |
Non-Employee Director Compensation Program. Exhibit 10.1 Homology Medicines, Inc. Non-Employee Director Compensation Program Non-employee members of the board of directors (the ?Board?) of Homology Medicines, Inc. (the ?Company?) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?), as amended and restated by the Board effective September 6, 2022 (the ?Effective Date?). |
|
| November 10, 2022 |
Exhibit 10.4 HOMOLOGY MEDICINES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is entered into effective as of September 6, 2022, by and between Homology Medicines, Inc. (the ?Company?) and Paul Alloway (?Executive,? and, together with the Company, the ?Parties?). WHEREAS, the Parties entered into the Employment Agreement, dated as of March 18, 20 |
|
| November 10, 2022 |
Exhibit 10.5 HOMOLOGY MEDICINES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is entered into effective as of September 6, 2022, by and between Homology Medicines, Inc. (the ?Company?) and Michael Blum (?Executive,? and, together with the Company, the ?Parties?). WHEREAS, the Parties entered into the Employment Agreement, dated as of September 1, |
|
| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organi |
|
| September 8, 2022 |
EX-10.1 2 d403635dex101.htm EX-10.1 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), dated as of September 6, 2022 (the “Effective Date”), is made by and between Arthur O. Tzianabos, Ph.D. (“Executive”) and Homology Medicines, Inc., a Delaware corporation (the “Company”). WHEREAS, Executive and the Company are party to that certain Employment Agreement dated as of Mar |
|
| September 8, 2022 |
EX-10.2 3 d403635dex102.htm EX-10.2 Exhibit 10.2 HOMOLOGY MEDICINES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of September 6, 2022, by and between Homology Medicines, Inc. (the “Company”) and W. Bradford Smith (“Executive,” and, together with the Company, the “Parties”). WHEREAS, the Parties entered into the Emplo |
|
| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homology M |
|
| June 16, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 HOMOLOGY MEDICINES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizati |
|
| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 HOMOLOGY MEDICINES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizati |
|
| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homology |
|
| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
|
| April 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S |
|
| April 21, 2022 |
EX-10.1 2 d304763dex101.htm EX-10.1 Exhibit 10.1 Amended and Restated Employment Agreement This Employment Agreement (this “Agreement”), dated as of April 21, 2022, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Albert Seymour, Ph.D. (“Executive”) (collectively referred to herein as the “Parties” or individually ref |
|
| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 HOMOLOGY MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizat |
|
| March 23, 2022 |
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). |
|
| March 23, 2022 |
Exhibit 10.9 SUBLEASE AGREEMENT This Sublease Agreement (this ?Sublease?) is dated as of March 10, 2022 (the ?Effective Date?), by and between ROADRUNNER SOLUTIONS LLC, a Delaware limited liability company (?Sublandlord?), with an address of One Patriots Park, Bedford, Massachusetts 01730, and HOMOLOGY MEDICINES, INC., a Delaware corporation (?Subtenant?), with an address of One Patriots Park, Bed |
|
| March 23, 2022 |
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). |
|
| March 23, 2022 |
Exhibit 10.25 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this ?Agreement?) is made and entered into as of March 10, 2022, by and between Homology Medicines, Inc., a Delaware corporation (the ?Assignor?), and Roadrunner Solutions LLC, a Delaware limited liability company (the ?Assignee?). The Assignor and the Assignee are each referred to herein as a ?Party? and collectively referred to he |
|
| March 23, 2022 |
Exhibit 10.24 Oxford Biomedica (US), Inc. Windrush Court Transport Way Watlington Road Oxford OX4 6LT March 10, 2022 Homology Medicines, Inc. One Patriots Park Bedford, Massachusetts 01730 Attention: Dr. Paul Alloway, Senior Vice President and General Counsel with a copy to: Latham & Watkins LLP 200 Clarendon Street, 27th Floor Boston, Massachusetts 02116 Attention: Peter N. Handrinos and Matthew |
|
| March 23, 2022 |
Exhibit 10.13 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of March 18, 2020, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Paul Alloway, PhD, J.D. (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?), and effective as of May 4, 202 |
|
| March 23, 2022 |
Exhibit 10.8 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this ?Assignment?), is made effective as of March 10, 2022 (the ?Effective Date?), by and between HOMOLOGY MEDICINES, INC., a Delaware corporation (?Assignor?), with an address of One Patriots Park, Bedford, Massachusetts 01730, and ROADRUNNER SOLUTIONS LLC, a Delaware limited liability company (?Assignee?), |
|
| March 23, 2022 |
EXECUTION Exhibit 10.23 EQUITY SECURITIES PURCHASE AGREEMENT by and among HOMOLOGY MEDICINES, INC., ROADRUNNER SOLUTIONS LLC, OXFORD BIOMEDICA (US), INC. and, solely for the purposes of Article IX hereof, OXFORD BIOMEDICA PLC Dated as of January 28, 2022 LW 127806178 DOCPROPERTY iManageFooter \* MERGEFORMAT NY: 1336395v23 TABLE OF CONTENTS Page ARTICLE I TRANSACTIONS 2 1.1 Purchase and Sale of the |
|
| March 23, 2022 |
Exhibit 10.14 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of September 1, 2021 (the ?Effective Date?), is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Michael Blum (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?). RECITALS A. It |
|
| March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38433 Homology Medic |
|
| March 16, 2022 |
HOMOLOGY MEDICINES, INC. UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION Exhibit 99.1 HOMOLOGY MEDICINES, INC. UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION On March 10, 2022, Homology Medicines, Inc. (?Homology? or the ?Company?) closed the previously announced transaction (the ?Transaction?) with Oxford Biomedica Solutions LLC (f/k/a Roadrunner Solutions LLC) (?Newco?), Oxford Biomedica (US), Inc. (?OXB?) and Oxford Biomedica plc (?OXB Parent? and, |
|
| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 HOMOLOGY MEDICINES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organizat |
|
| February 18, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 HOMOLOGY MEDICINES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38433 47-3468154 (State or other jurisdiction of incorporation or organi |
