As filed with the Securities and Exchange Commission on March 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Q32 BIO INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-3468154 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
830 Winter Street
Waltham, MA 02451
(781) 999-0232
(Address of Principal Executive Offices, Zip Code)
Q32 Bio Inc. 2024 Stock Option and Incentive Plan
Q32 Bio Inc. 2024 Employee Stock Purchase Plan
(Full title of the plan)
Jodie Morrison
Chief Executive Officer
Q32 Bio Inc.
830 Winter Street
Waltham, MA 02451
(781) 999-0232
(Name and address of agent for service; Telephone number, including area code, of agent for service)
Copies to:
Kingsley L. Taft, Esq.
Sarah Ashfaq, Esq.
Jacqueline Mercier, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Q32 Bio Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) to register 609,881 additional shares of its common stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance under the Q32 Bio Inc. 2024 Stock Option and Incentive Plan (the “2024 Plan”) and 121,977 additional shares of its Common Stock, reserved for issuance under the Q32 Bio Inc. 2024 Employee Stock Purchase Plan (the “ESPP”), pursuant to the “evergreen” provision of each of the 2024 Plan and the ESPP. The number of shares of Common Stock reserved and available for issuance under the 2024 Plan is subject to an automatic annual increase on each January 1, beginning January 1, 2025, in an amount equal to the lesser of: (i) 5% of the outstanding shares on the immediately preceding December 31, or (ii) such lesser amount as determined by the Administrator (as defined in the 2024 Plan). The number of shares of Common Stock reserved and available for issuance under the ESPP is subject to an automatic annual increase by the lesser of (a) 241,677 shares of Common Stock, (b) one percent (1%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or (c) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the ESPP). The additional shares are of the same class as other securities relating to the 2024 Plan and the ESPP for which the Registrant’s registration statement filed on Form S-8 with the Commission on May 31, 2024 (File No. 333-279877) is effective.
Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the content of the Registrant’s Registration Statement on Form S-8 filed with the Commission on May 31, 2024 (File No. 333-279877) relating to the 2024 Plan and the ESPP is hereby incorporated by reference in this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:
| (a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 11, 2025; |
| (b) | Current Report on Form 8-K filed with the SEC on February 10, 2025; and |
| (c) | The description of the Registrant’s Common Stock contained in (i) the Registration Statement on Form 8-A (File No. 001-38433), filed by the Registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 19, 2018, including any amendments or reports filed for the purpose of updating such description and (ii) Exhibit 4.1—Description of Securities to Amendment No. 1 to our Annual Report on Form 10-K/A, as filed with the Commission on April 12, 2024. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all of the shares of Common Stock offered have been sold or that deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
EXHIBIT INDEX
| * | Filed herewith |
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 11th day of March, 2025.
| Q32 BIO INC. | ||
| By: | /s/ Jodie Morrison | |
| Name: Jodie Morrison | ||
| Title: Chief Executive Officer and Director | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Jodie Morrison and Lee Kalowski, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
| NAME | TITLE | DATE | ||
| /s/ Jodie Morrison Jodie Morrison |
Chief Executive Officer and Director Principal Executive Officer |
March 11, 2025 | ||
| /s/ Lee Kalowski Lee Kalowski |
Chief Financial Officer and President Principal Financial Officer and Principal Accounting Officer |
March 11, 2025 | ||
| /s/ David Grayzel David Grayzel |
Director | March 11, 2025 | ||
| /s/ Diyong Xu Diyong Xu |
Director | March 11, 2025 | ||
| /s/ Isaac Manke Isaac Manke |
Director | March 11, 2025 | ||
| /s/ Arthur Tzianabos Arthur Tzianabos |
Director | March 11, 2025 | ||
| /s/ Kathleen LaPorte Kathleen LaPorte |
Director | March 11, 2025 | ||
| /s/ Mary Thistle Mary Thistle |
Director | March 11, 2025 | ||
| /s/ Mark Iwicki Mark Iwicki |
Director | March 11, 2025 | ||
| /s/ Bill Lundberg Bill Lundberg |
Director | March 11, 2025 | ||