Q32 Bio Inc美股招股说明书(2026-07-28版)

Up to 6,875,000 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in thisprospectus, or collectively the selling stockholders, of up to an aggregate of 6,875,000 shares of our common stock, par value $0.0001 per share, or thecommon stock, consisting of (i)6,725,000 shares of common stock and (ii)150,000 shares of common stock issuable upon exercise of pre-fundedwarrants. The common stock and the pre-funded warrants were issued in a private placement, pursuant to a securities purchase agreement, datedMay26, 2026, by and among us and the selling stockholders. We are registering the resale of the shares of common stock pursuant to the selling stockholders’ registration rights under a registration rightsagreement between us and the selling stockholders. Our registration of the resale of the shares of common stock covered by this prospectus does notmean that the selling stockholders will offer or sell all or any of the shares of common stock. The selling stockholders may offer, sell or distribute all or aportion of their shares of common stock from time to time directly or indirectly through one or more underwriters, broker-dealers or agents, and in oneor more public or private transactions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market pricesat the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which mayinvolve crosses or block transactions. See the section entitled “Plan of Distribution” for more information. We will not receive any proceeds from any sale of common stock by the selling stockholders pursuant to this prospectus. However, we mayreceive nominal proceeds from the exercise of thepre-funded warrants if the holders exercise thepre-funded warrants for cash. We have agreed to bearthe expenses in connection with the registration of the resale of the shares of common stock to be offered by this prospectus by the selling stockholdersother than any underwriting discounts and commissions and all similar fees and commissions relating to the sale of common stock, which will be borneby the selling stockholders. Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “QTTB.” On July27, 2026, the closing price for ourcommon stock, as reported on Nasdaq, was $15.21 per share. As of the date of this prospectus, we are a smaller reporting company as defined under Rule 405 of the Securities Act of 1933, as amended, or theSecurities Act, and, as such, are subject to certain reduced public company reporting requirements. See “Prospectus Summary—Implications of Being aSmaller Reporting Company” on page 5 of this prospectus. Investing in our securities involves certain risks. See the section entitled “RiskFactors” beginning on page 7 of thisprospectus, in any applicable prospectus supplement and any related free writing prospectus, and in our SEC filingsthat are incorporated by reference herein. You should read the entire prospectus carefully before you make yourinvestment decision. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC, utilizing a “shelf” registration process. Under this shelf registrationprocess, the selling stockholders identified in this prospectus under the caption “Selling Stockholders” may, from time to time, sell up to an aggregate of6,875,000 shares of common stock described in this prospectus, consisting of (i) 6,725,000 shares of common stock and (ii) 150,000 shares of commonstock issuable upon exercise of pre-funded warrants, in one or more offerings. We are not selling any shares of common stock under this prospectus, andwe will not receive any proceeds from the sale of shares of common stock offered hereby by the selling stockholders. However, we may receive nominalproceeds from the exercise of thepre-funded warrants if the holders exercise thepre-funded warrants for cash. You should rely only on the information provided in this prospectus as well as the information incorporated by reference herein and any applicableprospectus supplement or amendment. Neither we, nor the selling stockholders, have authorized anyone to give any information or to make anyrepr