Dyne Therapeutics Inc

Item 2. Unregistered Sales of Equity Securities

On March 25, 2024, we granted a non-statutory stock option to John Cox, our President and Chief Executive Officer, to purchase up to 679,853 shares of our common stock at an exercise price of $26.06 per share. The option was an inducement grant made pursuant to our 2024 Inducement Stock Incentive Plan as an inducement material to Mr. Cox’s acceptance of employment with us in accordance with Nasdaq Listing Rule 5635(c)(4) and Section 4(a)(2) of the Securities Act of 1933, as amended. The option has a ten-year term and vests over four years, with 25% of the shares underlying the option awards vesting on March 25, 2025 and the remaining 75% of the shares underlying the award vesting monthly thereafter for three years. Vesting of the option is subject to Mr. Cox’s continued service with our company through the applicable vesting dates. We intend to file a registration statement on a Form S-8 to register the shares of common stock underlying the option prior to the time at which the option become exercisable.

Other than as stated above, we did not sell any shares of our common stock, shares of our preferred stock or warrants to purchase shares of our stock, or grant any stock options, restricted stock units or restricted stock awards, during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act of 1933, as amended and that have not otherwise been described in a Current Report on Form 8-K.