Q32 Bio Inc.

On March 25, 2024 (“Closing Date”), Q32 Bio Inc., a Delaware corporation (previously named Homology Medicines, Inc.), a Delaware corporation and our predecessor company (“Homology”), consummated a merger (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of November 16, 2023 (the “Merger Agreement”), by and among Homology, Kenobi Merger Sub, Inc. (“Merger Sub”), and Q32 Bio Operations Inc. (previously named Q32 Bio Inc. and hereinafter “Legacy Q32”). In connection with the Merger Agreement, certain parties entered into a subscription agreement with us to purchase shares of our common stock for an aggregate purchase price of $42.0 million (the “Pre-Closing Financing”).

On March 25, 2024, in connection with, and prior to the completion of the Merger, Homology effected a one-for-eighteen reverse stock split (the “Reverse Stock Split”), of its then outstanding common stock. On the Closing Date, following approval by our stockholders and by Homology’s stockholders, the Pre-Closing Financing closed immediately prior to the consummation of the Merger. Shares of Legacy Q32’s common stock issued pursuant to the Pre-Closing Financing were converted into the right to receive 1,682,045 shares of Homology common stock after taking into account the Reverse Stock Split. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, which was March 25, 2024, all issued and outstanding shares of the Legacy Q32’s common stock (including common stock issued upon the conversion of all Legacy Q32’s Series A, Series A-1 and Series B preferred stock, conversion of Legacy Q32 convertible notes, but excluding the common stock issued in Pre-Closing Financing) converted into the right to receive 7,017,842 shares of Homology’s common stock based on the final exchange ratio of 0.0480 (the “Exchange Ratio”). Lastly, each option to purchase Legacy Q32’s shares that was outstanding and unexercised immediately prior to the effective time of the Merger was converted into an option to purchase shares of Homology common stock based on the final Exchange Ratio. On March 26, 2024, the combined company’s common stock began trading on the Nasdaq Global Market under the ticker symbol “QTTB.”

Unless the context otherwise indicates, references in this proxy statement to the “Company,” “we,” “our” and “us” refer, collectively, to Q32 Bio Inc., a Delaware corporation, and its consolidated subsidiaries (including Legacy Q32).