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Midas Edge

Q32 Bio Inc.

For the period ended Dec 31, 2025. Filed Mar 10, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 10, 2026

QTTB$9.33-0.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

(1) Financial Statements.

For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference.

(2) Financial Statement Schedules.

All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.

(3) Exhibits.

ExhibitNumberDescription
2.1+Agreement and Plan of Merger, dated as of November 16, 2023, by and among Homology Medicines, Inc., Kenobi Merger Sub, Inc. and Q32 Bio Inc (incorporated by reference to Exhibit 2.1 of the Registrant’s Registration Statement on form S-4 filed December 18, 2023 (File No. 333-276093)).
3.1Restated Certificate of Incorporation, as currently in effect (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed April 3, 2018 (File No. 001-38433)).
3.2Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company-reverse stock split and authorized share increase, dated March 25, 2024 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
3.3Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company-name change, dated March 25, 2024 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
3.4Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company-officer exculpation, dated June 16, 2025 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed June 17, 2025 (File No. 001-38433)).
3.5Amended and Restated Bylaws, as currently in effect (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed December 18, 2020 (File No. 001-38433)).
4.1*Description of Registrant’s Securities.
4.2Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-Kfiled February 17, 2026 (File No. 001-38433)).
10.1+Subscription Agreement, dated November 16, 2023, by and among Q32 Bio Operations Inc. (formerly Q32 Bio Inc.) and certain parties thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.2+Registration Rights Agreement, dated March 25, 2024, by and among Q32 Bio Operations Inc. (formerly Q32 Bio Inc.) and certain parties thereto (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.3Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed February 17, 2026 (File No. 001-38433)).
10.4Contingent Value Rights Agreement dated March 23, 2024, by and between Homology Medicines Inc. and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 10.4 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.5#Form of Indemnification Agreement for Officers of Q32 Bio Inc. (incorporated by reference to Exhibit 10.6 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.6#Form of Indemnification Agreement for Directors of Q32 Bio Inc. (incorporated by reference to Exhibit 10.7 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.7#Q32 Bio Inc. 2017 Stock Incentive Plan, and form of award agreements thereunder (incorporated by reference to Exhibit 10.8 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.8#Q32 Bio Inc. 2024 Stock Option and Incentive Plan, and form of award agreements thereunder (incorporated by reference to Exhibit 10.9 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.9#Q32 Bio Inc. 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.10 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.10#Q32 Bio Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.11 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.11#Q32 Bio Inc. Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.12 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.12Q32 Bio Inc. Warrant to Purchase Common Stock dated December 11, 2020 (incorporated by reference to Exhibit 10.13 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.13Q32 Bio Inc. Warrant to Purchase Common Stock dated July 12, 2023 (incorporated by reference to Exhibit 10.14 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.14#Employment Agreement between Q32 Bio Inc. and Jodie Morrison, dated March 25, 2024 (incorporated by reference to Exhibit 10.15 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.15#Employment Agreement between Q32 Bio Inc. and Lee Kalowski, dated March 25, 2024 (incorporated by reference to Exhibit 10.16 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.16#Employment Agreement between Q32 Bio Inc. and Shelia Violette, dated March 25, 2024 (incorporated by reference to Exhibit 10.18 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.17+†Asset Purchase Agreement, dated August 12, 2022, by and between Q32 Bio Inc. and Horizon Therapeutics Ireland DAC (incorporated by reference to Exhibit 10.36 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.18+†License Agreement, dated as of September 14, 2019, between Q32 Bio Inc. and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.43 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.19†First Amendment to License Agreement, dated as of August 13, 2021, between Q32 Bio Inc. and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.44 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.20Second Amendment to License Agreement, dated as of July 26, 2022, between Q32 Bio Inc. and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.45 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.21†Third Amendment to License Agreement, dated as of July 26, 2022, between Q32 Bio Inc. and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.46 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.22+Lease Agreement, dated March 20, 2021, by and between Q32 Bio Inc. and PPF OFF 828-830 WINTER STREET LLC (incorporated by reference to Exhibit 10.47 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.23+Loan and Security Agreement, dated as of December 11, 2020, by and between Q32 Bio Inc. and Silicon Valley Bank, as amended (incorporated by reference to Exhibit 10.50 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.24First Amendment to Loan and Security Agreement, dated December 30, 2021, by and between Q32 Bio Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.51 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.25Second Amendment to Loan and Security Agreement, dated June 30, 2022, by and between Q32 Bio Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.52 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.26+Third Amendment to Loan and Security Agreement, dated August 10, 2022, by and between Q32 Bio Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.53 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.27+Fourth Amendment to Loan and Security Agreement, dated December 21, 2022, by and between Q32 Bio Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.54 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.28+Fifth Amendment to Loan and Security Agreement, dated April 26, 2023, by and between Q32 Bio Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.55 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.29+Sixth Amendment to Loan and Security Agreement, dated July 12, 2023, by and between Q32 Bio Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.56 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.30Seventh Amendment to Loan and Security Agreement, dated November 2, 2023, by and between Q32 Bio Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.57 of the Registrant’s Form S-4 filed on December 18, 2023 (File No. 333-276093)).
10.31+Consent and Eighth Amendment to Loan and Security Agreement, by and between Q32 Bio Inc. and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, dated March 22, 2024 (incorporated by reference to Exhibit 10.5 of the Registrant’s Form 8-K filed March 27, 2024 (File No. 001-38433)).
10.32*†+Asset Purchase Agreement, dated November 28, 2025, by and among Q32 Bio Inc., Q32 Bio Operations Inc. and Akebia Therapeutics, Inc.
19.1Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Registrant’s Form 10-K filed March 11, 2025 (File No. 001-38433)).
21.1Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Registrant’s Form 10-K/A filed April 12, 2024 (File No. 001-38433)).
23.1*Consent of Ernst & Young LLP, independent registered public accounting firm of the Registrant.
31.1*Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Registrant’s Form 10-K/A filed April 12, 2024 (File No. 001-38433)).
101.INS*Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
  • Filed herewith.

** Furnished herewith. This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

† Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential.

  • Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) or 601(a)(5), as applicable, of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
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