Q32 Bio Inc. 8-K

What Happened Q32 Bio Inc. (QTTB) announced on February 17, 2026 that it entered into a securities purchase agreement for a registered direct offering expected to close on or about February 18, 2026. The offering will issue 1,666,679 shares of common stock at $3.90 per share and pre‑funded warrants to purchase 1,025,654 shares at $3.8999 per warrant, for gross proceeds of approximately $10.5 million before offering expenses. The company filed the related Form 8‑K and attached the purchase agreement, form of pre‑funded warrant, counsel opinion, and a press release.

Key Details

• Shares offered: 1,666,679 common shares at $3.90 per share.
• Pre‑funded warrants: 1,025,654 warrants sold at $3.8999 each (exercise price $0.0001).
• Gross proceeds: approximately $10.5 million (before estimated offering expenses).
• Closing: expected on or about February 18, 2026, subject to customary conditions.
• Warrant terms: exercisable any time until fully exercised; exercise limited so holder (with affiliates) cannot exceed 9.99% ownership post‑exercise.
• Use of proceeds: working capital and expenses for research, clinical development and commercialization, including advancing bempikibart into future clinical trials for alopecia areata.

Why It Matters This transaction raises immediate capital for Q32 Bio to fund development and commercialization activities, reducing near‑term financing pressure and supporting planned clinical work on bempikibart for alopecia areata. Investors should note dilution from the new shares and potential future dilution if pre‑funded warrants are exercised, as well as the modest ownership cap on warrant exercises (9.99%). The offering is being made under the company’s effective Form S‑3 shelf registration.