Q32 Bio Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On November 16, 2023, Legacy Q32 entered into a subscription agreement, or the subscription agreement, with certain accredited investors named therein, or the investors. Pursuant to the subscription agreement, Legacy Q32 issued and sold an aggregate of 35,032,111 shares of its common stock at a purchase price of approximately $1.1989 per share, for an aggregate purchase price of approximately $42.0 million, referred to as the Pre-Closing Financing. The Pre-Closing Financing closed on March 25, 2024, and the shares of Legacy Q32 common stock issued in the pre-closing financing were converted into 1,682,045 shares of our common stock in connection with the Merger. The issuance was made in a transaction not involving a public offering pursuant to an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.