Q32 Bio Inc.

EXECUTIVE COMPENSATION

On March 25, 2024, Homology completed the Merger with Legacy Q32. At the effective time of the Merger, the management of Homology was replaced with the management of Legacy Q32. Unless otherwise indicated, the disclosures in this section regarding Homology’s common stock or securities convertible into common stock for periods or as of a date that precedes the closing of the Merger have been adjusted to give effect to the Reverse Stock Split, and the disclosures in this section regarding Legacy Q32’s common stock or securities convertible into Legacy Q32’s common stock for periods or as of a date that precedes the closing of the Merger have been adjusted to give effect to the Exchange Ratio and the Reverse Stock Split.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future could vary significantly from our historical practices and currently planned programs summarized in this discussion.

Our named executive officers for the year ended December 31, 2024 are the following individuals:

•

Jodie Morrison, our Chief Executive Officer;

•

Lee Kalowski, our Chief Financial Officer and President;

•

Jason Campagna, M.D., Ph.D., our Chief Medical Officer; and

•

Paul Alloway, Ph.D., J.D., Former President, Chief Operating Officer and Secretary of Homology.

Summary Compensation Table for Fiscal 2024

The following table presents the compensation awarded to, earned by or paid to (i) each individual who served as our principal executive officer (“PEO”) during the fiscal year ended December 31, 2024 and (ii) the two most highly-compensated executive officers (other than the PEO) who were serving as executive officers on December 31, 2024. The following table also presents information regarding the compensation awarded to, earned by, and paid to each such individual during the fiscal year ended December 31, 2023, to the extent he or she was a named executive officer for such year.

(1)

The amounts reported in the bonus column for 2023 and 2024 for Dr. Alloway are cash bonuses approved by Homology’s Board of Directors in connection with the Merger. Both bonuses were paid in 2024.

(2)

Amounts reported reflect the full grant date fair value of option awards granted during the year calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation (ASC Topic 718). Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For information regarding assumptions underlying the valuation of these awards, see Note 14 to our financial statements for the year ended December 31, 2024 in our 2024 Annual Report.

(3)

Amounts reported reflect the full grant date fair value of restricted stock units granted during the applicable year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For information regarding the assumptions used to calculate the value of all restricted stock units, see Note 14 to Homology’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023.

(4)

Amounts reflect the actual cash incentive bonuses received by our named executive officers for performance of services in 2024 and 2023, as indicated, and were paid in the subsequent year. Bonuses were based upon achievement of corporate performance goals as determined by the Board of Directors.

(5)

For Ms. Morrison and Dr. Campagna, amounts consist of group term life insurance and family leave insurance contributions, wellness benefits and gift card bonuses. For Mr. Kalowski, the amount shown includes (i) $170,000 in consulting fees paid for services rendered during 2024 prior to his becoming a full-time employee and (ii) $1,451 of group term life insurance and family leave insurance contributions and wellness benefits. For Mr. Alloway, the amount shown includes (i) $353,933 in cash severance payments paid pursuant to his separation agreement, (ii) $19,125 in consulting fees paid for services rendered during 2024 and (iii) $285 of group term life insurance. For additional information, refer to the discussion below under the headings “Narrative Disclosure to Summary Compensation Table—Retirement Plans” and “—Employment Arrangements.”

(6)

Mr. Kalowski commenced employment with Q32 Bio on March 26, 2024. Mr. Kalowski previously served as Legacy Q32’s Interim Chief Financial Officer since October 2023. His annual base salary in 2024 was $565,000. The amount in the table above reflects $432,442 associated with the amount of annual base salary paid to him for his services during the period March 26, 2024 through December 31, 2024.

Narrative Disclosure to 2024 Summary Compensation Table

Our executive compensation program consists of a combination of base salary, non-equity incentive compensation and long-term equity incentives. We have designed our compensation program to reflect competitive levels of compensation for comparable positions in the market including among our peer companies, the historical compensation levels, individual performance, and the achievement of our corporate objectives.

Our compensation committee is primarily responsible for determining the compensation for all of our employees at or above the level of senior vice president (“Executives”). Our compensation committee reviews compensation, including base salary, non-equity incentive compensation, long-term equity incentives, severance benefits and other forms of compensation and benefits, for all Executives. The compensation committee reviews and approves the compensation for each Executive other than the chief executive officer and recommends the compensation for the chief executive officer to our Board of Directors for approval.

Our compensation committee requires that its compensation consultants be independent of Company management and performs an annual assessment of the compensation consultants’ independence to determine whether the consultants are independent. The compensation committee engaged an external national executive compensation consulting firm, Aon plc. (“Aon”), as a compensation consultant to assist the compensation committee in designing our executive compensation program and in making compensation decisions for our Executives for the year ended December 31, 2024. Aon reported directly to our compensation committee and Aon advised our compensation committee on best practices in executive compensation and provides our compensation committee with market data in an effort to ensure our compensation program is competitive and designed to attract, retain, and incentivize our named executive officers. Our compensation committee has assessed the independence of Aon consistent with Nasdaq listing standards and has concluded that their engagement does not raise any conflict of interest.

Base Salary

Each Executive’s base salary is a fixed component of annual compensation for performing specific duties and functions and has been established or recommended by our compensation committee taking into account each individual’s role, responsibilities, skills, and experience. Executive base salaries are reviewed annually and any adjustments are made based on the achievement of corporate objectives, the individual’s contributions to the Company during the previous year, and an analysis of compensation paid to individuals in similar positions at other companies, including companies classified as our peer companies.

In March 2024, the compensation committee reviewed and approved the base salaries of our Executives (other than our chief executive officer) and the Board of Directors reviewed the base salary of our chief executive officer, based upon the recommendation of the compensation committee. In making determinations regarding base salaries, the Board of Directors and compensation committee reviewed market data provided by Aon and the current compensation levels of our named executive officers. The 2024 annual base salaries below were effective upon the effective date of the Merger. The table below reflects the annual base salaries in effect in 2023 and 2024:

Non-Equity Incentive Compensation

We provide non-equity incentive compensation to our Executives through our annual bonus program. Our annual bonus program is intended to reward our executive officers for achieving corporate performance goals for a fiscal year. The target annual bonus for each of our Executives for 2024 was equal to the pro rata percentage of the Executive’s respective annual base salary specified below:

The actual cash incentive bonus determined or recommended by the compensation committee for our named executive officers is based 100% on the achievement of our corporate goals as determined by our Board of Directors. For 2024, the Board of Directors determined that in the case of each of the named executive officers, 65% of corporate goals were achieved. The amounts earned under our annual performance-based cash bonus plan with respect to 2024 are reported under the “Non-Equity Incentive Compensation” column in the 2024 Summary Compensation Table above.

Long-Term Equity Incentives

We believe that equity grants align the interests of our Executives with those of our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our Executives to remain in our employment during the vesting period.

In March 2024, our compensation committee approved and granted a stock option award, subject to time-based vesting, to each of our named executive officers with the exception of Paul Alloway. The amounts granted were based in part on individual performance and the achievement of our corporate goals for fiscal year 2023 as well as reviewing data on equity awards granted to individuals in similar positions at other companies. The compensation committee believes that this deliberate mix of equity ensures that a substantial component of compensation for our named executive officers remains tied to stock price performance through stock options, while promoting retention through restricted stock units. The compensation committee will continue to evaluate its long-term incentive strategy and may adjust the mix of award types or approve different award types as part of the Company’s overall compensation strategy, including performance equity.

Policy Regarding Timing of Awards of Options and Other Option-Like Instruments

During 2024, our Board of Directors and compensation committeedid not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, andwe did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to any of our named executive officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, 10-Q or 8-K that discloses material nonpublic information.

Outstanding Equity Awards at 2024 Fiscal Year End Table

The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2024.

(1)

Each equity award is subject to the terms of Legacy Q32’s 2017 Stock Option and Grant Plan (the “2017 Plan”) or the Company’s 2024 Plan and the applicable award agreement. In addition, each award is subject to full acceleration if the applicable named executive officer is terminated by us without “cause” or by the named executive officer for “good reason” within the 12-month period following a change of control pursuant to each executive’s employment agreement, as discussed in more detail below.

(2)

The shares subject to the stock option vest in 48 equal monthly installments following the vesting commencement date, in each case, subject to Ms. Morrison’s continuous service relationship with the Company through each applicable vesting date.

(3)

The shares subject to this stock option shall vest as follows: 25% of the shares subject to this option award shall vest on the first anniversary of the vesting commencement date, and thereafter the remaining 75% of the shares shall vest in 36 substantially equal monthly installments over the following three years, in each case, subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date.

(4)

The shares subject to this stock option vested as follows: 50% of the shares subject to this option award vested on the grant date of November 9, 2023, and the remaining 50% of the shares vested on March 1, 2024.

(5)

1/4 of the shares subject to the stock option vest on the first anniversary of the vesting commencement date, and 1/48 of the shares subject to the stock option vest each month thereafter, in each case, subject to Mr. Campagna’s continuous service relationship with the Company through each applicable vesting date.

(6)

Prior to the closing of the Merger, all of Mr. Alloway’s outstanding Homology stock options were cancelled for no consideration in accordance with the Merger Agreement. On the effective date of the Merger, all of Mr. Alloway's outstanding and unvested Homology Restricted Stock Unit Awards were accelerated in full. For each outstanding and unsettled Homology Restricted Stock Unit Award, Mr. Alloway received a number of shares of Homology Common Stock equal to the number of vested and unsettled shares of Homology Common Stock underlying such Homology Restricted Stock Unit Award, in accordance with the Merger Agreement. Immediately after closing of the Merger, Paul Alloway resigned as our President, Chief Operating Officer and Secretary and PEO.

(7)

On February 24, 2025, all outstanding options to purchase shares of common stock of the Company granted under the Company’s 2017 Stock Option and Grant Plan and 2024 Plan, held by current employees and non-employee directors of the Company with an exercise price in excess of the current trading price of the common stock (so-called “underwater options”) with grant dates prior to February 23, 2025 were repriced such that the exercise price per share was reduced to the closing price of the common stock on the Nasdaq Global Market on the February 24, 2025, or $2.54 per share.

Employment arrangements with our named executive officers

Jodie Morrison

Effective as of the closing of the Merger, we entered into an employment agreement with Ms. Morrison, or the Morrison Employment Agreement, to serve as our Chief Executive Officer. The employment agreement provides for Ms. Morrison’s at-will employment and an annual base salary of $645,600, an annual bonus with a target amount equal to 55% of her base salary, as well as her ability to participate in the Company’s employee benefit plans generally. The Morrison Employment Agreement provides that if her employment is terminated either (i) by the Company without Cause (as defined therein) or (ii) by Ms. Morrison for Good Reason (as defined therein), within twelve months after a Change in Control (as defined in the therein), or the Change in Control Period, then Ms. Morrison will be entitled to receive, subject to signing a release, (i) a lump sum payment equal to 1.5 times the sum of (a) twelve months of base salary plus (b) the target bonus for the then-current year, (ii) COBRA health continuation for eighteen months, and (iii) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Morrison Employment Agreement also provides that if her employment is terminated either (i) by the Company without Cause or (ii) by Ms. Morrison for Good Reason outside the Change in Control Period, then Ms. Morrison will be entitled to receive, subject to signing a release, (a) continued payment of her base salary for a period of twelve months and (b) COBRA health continuation for twelve months. The Morrison Employment Agreement contains a Section 280G partial clawback, in which Ms. Morrison is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments she would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Ms. Morrison becomes subject to excise tax imposed by Section 4999 of the Code.

Lee Kalowski

Effective as of the closing of the Merger, we entered into an employment agreement with Mr. Kalowski, or the Kalowski Employment Agreement, to serve as our Chief Financial Officer and President. The employment agreement provides for Mr. Kalowski’s at-will employment and an annual base salary of $565,000, an annual bonus with a target amount equal to 40% of his base salary, as well as his ability to participate in the Company’s employee benefit plans generally. The Kalowski Employment Agreement provides that if his employment is terminated either (i) by the Company without Cause (as defined therein) or (ii) by Mr. Kalowski for Good Reason (as defined therein), within twelve months after a Change in Control (as defined in the therein), or the Change in Control Period, then Mr. Kalowski will be entitled to receive, subject to signing a release, (i) a lump sum payment of (a) twelve months of base salary and (b) the target bonus for the then-current year, (ii) COBRA health continuation for twelve months, and (iii) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Kalowski Employment Agreement also provides that if his employment is terminated either (i) by the Company without Cause or (ii) by Mr. Kalowski for Good Reason outside the Change in Control Period, then Mr. Kalowski will be entitled to receive, subject to signing a release, (a) continued payment of his base salary for a period of twelve months and (b) COBRA health continuation for twelve months. The Kalowski Employment Agreement contains a Section 280G partial clawback, in which Mr. Kalowski is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments he would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Mr. Kalowski becomes subject to excise tax imposed by Section 4999 of the Code.

Jason Campagna

Effective as of the closing of the Merger, we entered into an employment agreement with Dr. Campagna, or the Campagna Employment Agreement, to serve as our Chief Medical Officer. The employment agreement provides for Dr. Campagna’s at-will employment and an annual base salary of $500,000, an annual bonus with a target amount equal to 40% of his base salary, as well as his ability to participate in the Company’s employee benefit plans generally. The Campagna Employment Agreement provides that if his employment is terminated either (i) by the Company without Cause (as defined therein) or (ii) by Dr. Campagna for Good Reason (as defined therein), within twelve months after a Change in Control (as defined in the therein), or the Change in Control Period, then Dr. Campagna will be entitled to receive, subject to signing a release, (i) a lump sum payment of (a) twelve months of base salary and (b) the target bonus for the then-current year, (ii) COBRA health continuation for twelve months, and (iii) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Campagna Employment Agreement also provides that if his employment is terminated either (i) by the Company without Cause or (ii) by Dr. Campagna for Good Reason outside the Change in Control Period, then Dr. Campagna will be entitled to receive, subject to signing a release, (a) continued payment of his base salary for nine months and (b) COBRA health continuation for nine months. The Campagna Employment Agreement contains a Section 280G partial clawback, in which Dr. Campagna is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments he would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Dr. Campagna becomes subject to excise tax imposed by Section 4999 of the Code.

Paul Alloway

Under Dr. Alloway’s amended and restated agreement, entered into on November 16, 2023, with Homology he was entitled to (a) an annual base salary of $462,425, (b) a payment equal to 50% of his target annual bonus for 2023, subject to his continued employment through the payment date (the “Alloway Annual Bonus”) and (c) a lump sum cash payment in an amount equal to his base salary for the number of days elapsed from July 27, 2023 through the closing of the Merger, subject to his continued employment and a maximum of seven months of base salary (i.e., a maximum of $269,747.92) (the “Alloway Change in Control Bonus”). If Homology terminates Dr. Alloway without “cause” or he resigns for “good reason,” subject to his timely executing a separation agreement, including a release of claims, and his continued compliance with restrictive covenants (including a non-competition covenant), he is entitled to receive (i) an amount in cash equal to his base salary, (ii) payment of the Alloway Annual Bonus if it is unpaid as of the date of termination, (iii) direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to 12 months, less the amount he would have had to pay to receive such coverage as an active employee based on the cost sharing levels in effect on his termination date, (iv) an extension of the post-termination exercise period for his vested and outstanding options until the first anniversary of his termination date, provided that no options will remain outstanding past the expiration date of the award and each option will be subject to early termination in connection with a corporate transaction, including the Merger, (v) accelerated vesting of a prorated portion of the number of his unvested service-vesting restricted stock units that are scheduled to vest on the first annual vesting date of the applicable award following the date of termination, with the proration determined by reference to the portion of the vesting year that has elapsed since the last annual vesting date of the applicable award (or since the grant date if no vesting has occurred) rounded down to the nearest whole restricted stock unit, (vi) if the termination is before the Merger closes, a lump sum cash payment of $115,606.25 (the “Partial Alloway Change in Control Bonus”), (vii) if the termination is before the Merger closes, the Merger closes on or before August 16, 2024 and he provides transition services from his termination until closing of the Merger to the reasonable satisfaction of Homology, the excess of the Alloway Change in Control Bonus (determined disregarding the continued service requirement) over the Partial Alloway Change in Control Bonus, and (viii) if the termination is on or during the 12 months following the date the Merger closes, (A) accelerated vesting of all unvested service-vesting equity or equity-based awards and (B) an extension of the post-termination exercise period for his options that vest upon the closing of the Merger until the first anniversary of his termination date; provided that no options will remain outstanding past the expiration date of the award and each option will be subject to early termination in connection with a corporate transaction, including the Merger.

Additional Narrative Disclosure

401(k) Savings Plan. We maintain the Q32 Bio Inc. 401(k) Plan, a tax-qualified retirement plan for our employees. Our 401(k) plan is intended to qualify under Section 401(k) of the Code so that contributions to our 401(k) plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn from our 401(k) plan, and so that contributions by us, if any, will be deductible by us when made. Under our 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to our 401(k) plan. The Company matches 50% of an employee’s contribution to the employee’s 401(k) up to 6% of the employee’s base salary.

Health and Welfare Benefits. All of our full-time employees, including our named executive officers are eligible to participate in certain medical, disability and life insurance benefit programs offered by us. We pay the premiums for term life insurance and long-term disability for all of our employees, including our named executive officers. We also provide all employees, including the named executive officers, with a flexible spending account plan, and paid time off benefits including, vacation, sick time, and holidays. We do not sponsor any non-qualified defined benefit plans for any of our employees or executives.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our Executives is performance-based, our Executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our Executives to remain focused on both short-term strategic goals by providing non-equity incentive compensation and long-term strategic goals by providing long-term equity incentives. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Compensation Recovery Policy

Our board of directors has adopted a Compensation Recovery Policy (the “Compensation Recovery Policy”), in compliance with the Nasdaq listing rules, which requires recovery from executive officers of incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting measure in the event of a required accounting restatement of previously issued financial statements. The recoverable compensation includes any compensation received after the effective date of the Compensation Recovery Policy and in the three-year fiscal period preceding the date we were required to prepare the accounting restatement that is in excess of the amount that would have been earned, paid or vested had it been calculated based on the restated financial statements. Recovery is required regardless of fault or a covered officer’s role in the financial reporting process. The Compensation Recovery Policy has been filed as Exhibit 97.1 to our Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2023. At no time during or after the year ended December 31, 2024, was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Compensation Recovery Policy, nor was there, on December 31, 2024, an outstanding balance of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement.

Equity Compensation Plan Information

The following table summarizes the Company’s equity compensation plan information as of December 31, 2024.

(1)

Includes Homology’s 2015 Stock Incentive Plan, as amended (the “2015 Plan”), the 2017 Plan, the 2024 Plan and the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”).

(2)

Includes 25,785 outstanding options to purchase stock under the 2015 Plan, 862,115 outstanding options to purchase stock under the 2017 Plan and 1,054,973 outstanding options to purchase stock under the 2024 Plan.

(3)

As of December 31, 2024, the weighted-average exercise price of outstanding options under the 2015 Plan was $7.09, the weighted-average exercise price of outstanding options under the 2017 Plan was $7.81 and the weighted-average exercise price of outstanding options under the 2024 Plan was $17.25. On February 24, 2025, all outstanding options to purchase shares of common stock of the Company granted under the Company’s 2017 Plan and 2024 Plan, held by current employees and non-employee directors of the Company with an exercise price in excess of the current trading price of the common stock (so-called “underwater options”) with grant dates prior to February 23, 2025 were repriced such that the exercise price per share was reduced to the closing price of the common stock on the Nasdaq Global Market on the February 24, 2025, or $2.54 per share.

(4)

As of December 31, 2024, a total of 1,760,657 shares of our common stock have been reserved for issuance pursuant to the 2024 Plan. The 2024 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2015 Plan will be added back to the shares of common stock available for issuance under the 2024 Plan. The Company no longer makes grants under the 2017 Plan. As of December 31, 2024, a total of 120,836 shares of our common stock have been reserved for issuance pursuant to the 2024 ESPP. The 2024 ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by the lesser of 241,677 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other named executive officers (as calculated in accordance with Item 402(v) of Regulation S-K).

Pay-Versus-Performance Table

(1)

Albert Seymour, Ph.D. (“First PEO”) and Paul Alloway, Ph.D., J.D. (“Second PEO”) were our PEOs for 2023, while Paul Alloway, Ph.D., J.D. (“Second PEO”) and Jodie Morrison (“Third PEO”) were our PEOs for 2024. Albert Seymour and Paul Alloway were PEOs of Homology prior to the Merger. The individuals comprising the Non-PEO named executive officers for each year presented are listed below. The Non-PEO named executive officers for 2023 were named executive officers of Homology prior to the Merger.

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO named executive officers as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

(4)

The comparison assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year, in the Company. Historical stock performance is not necessarily indicative of future stock performance. Stock price reflects the performance of Homology stock prior to the Merger and, on and following the Merger, reflects our stock price.

(5)

The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year.

Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Company Total Stockholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO named executive officers, and the Company’s cumulative TSR over the two most recently completed fiscal years.

Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income (Loss)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO named executive officers, and our net income (loss) during the two most recently completed fiscal years.