Q32 Bio Inc.
15.40%
2,252,987
1661998
746964105
Feb 17, 2026
Mar 12, 2026, 05:06 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ADVISORS LLC | Investment Adviser | 15.40% | 2,252,987 | 0 | 2,252,987 |
| ORBIMED CAPITAL GP VII LLC | Other | 15.40% | 2,252,987 | 0 | 2,252,987 |
Disclosure Items (7)
COMMON STOCK
Q32 Bio Inc.
830 Winter Street, Waltham, MA, 02451
OrbiMed Advisors is a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed GP is a limited liability company organized under the laws of Delaware. Carl L. Gordon is a United States citizen. Sven H. Borho is a German and Swedish citizen. W. Carter Neild is a United States citizen. Geoffrey C. Hsu is a United States citizen. C. Scotland Stevens is a United States citizen. David P. Bonita is a United States citizen. Peter A. Thompson is a United States citizen. Matthew S. Rizzo is a United States citizen. Mona Ashiya is a United States citizen. Trey Block is a United States citizen.
601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Advisors is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed GP is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Mona Ashiya is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.
Not applicable.
Item 2(a) is incorporated herein by reference.
Not applicable.
The following disclosure is based upon 14,629,463 outstanding Shares, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 1, 2026. As of the date of this filing, OrbiMed Private Investments VII, LP ("OPI VII"), a limited partnership organized under the laws of Delaware, holds 2,252,987 Shares constituting approximately 15.4% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI VII pursuant to the terms of the limited partnership agreement of OPI VII, and OrbiMed Advisors is the managing member of OrbiMed GP pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VII. In addition, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreements of OPI VII, caused OPI VII to enter into the agreements referred to in Item 6 below.
Item 5(a) is incorporated by reference herein.
Not applicable.
Not applicable.
Not applicable.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VII pursuant to the terms of the limited partnership agreement of OPI VII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares of the Issuer attributable to OPI VII is 2,252,987. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VII, may be considered to hold indirectly 2,252,987 Shares. OrbiMed Advisors is the managing member of OrbiMed GP pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to this agreement and relationship, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares attributable to OPI VII is 2,252,987 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 2,252,987 Shares. Diyong Xu ("Xu"), an employee of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors and OrbiMed GP may have the ability to affect and influence control of the Issuer. From time to time, Xu may receive stock options or other awards of equity-based compensation pursuant to the Issuer's compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors and OrbiMed GP, Xu is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and OrbiMed GP, which will in turn ensure that such securities or economic benefits are provided to OPI VII. Registration Rights Agreement Pursuant to the Subscription Agreement OPI VII entered into with Admirx, Inc. ("Legacy Q32" and such Subscription Agreement, the "Subscription Agreement"), on March 25, 2024, Legacy Q32 and the investors in the transaction resulting in OVI VII's purchase of 8,852,000 Shares immediately prior to the consummation of the Merger pursuant to the Subscription Agreement (the "Pre-Closing Financing"), including OPI VII entered into a registration rights agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, among other things, Legacy Q32 agreed to register for resale certain shares of its common stock held by such investors from time to time, including Shares issued in the Issuer's merger with Homology Medicines, Inc. (the "Merger") in exchange for the shares of Legacy Q32 common stock issued in the Pre-Closing Financing. Pursuant to the Registration Rights Agreement, the Issuer is obligated to prepare and file a shelf registration statement covering the resale of covered Shares within 45 calendar days following the closing of the Merger, subject to certain exceptions, pursuant to Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"). The Issuer also agreed to use its reasonable best efforts to keep such registration statement continuously effective under the Securities Act until the earlier of the date that all registrable securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144 of the Securities Act or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 of the Securities Act and without the requirement for the Issuer to be in compliance with the current public information requirement under Rule 144 of the Securities Act. The Registration Rights Agreement also provides that the Issuer will pay certain expenses of the securityholders and indemnify the applicable securityholders against certain liabilities.
Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC 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 to the Issuer's Form 8-K filed with the SEC on March 27, 2024 (File No. 001-38433)).