Pharma Focus America

Q32 Bio and Homology Medicines Declare Merger Agreement

Friday, November 17, 2023

Q32 Bio Inc., a biotechnology company in the clinical stage, specializing in the development of biologic therapeutics to restore immune homeostasis, has recently announced a definitive merger agreement with Homology Medicines, Inc. (Nasdaq: FIXX). The agreement outlines an all-stock transaction that aims to combine the strengths of both companies. The merged entity will operate as Q32 Bio, headquartered in Waltham, Massachusetts, and is expected to be listed on Nasdaq under the ticker symbol "QTTB."

To support this merger, Q32 Bio has secured a $42 million private placement, attracting investments from both existing and new investors, including OrbiMed, Atlas Venture, Abingworth, Bristol Myers Squibb, Acorn Bioventures, Osage University Partners (OUP), CU Healthcare Innovation Fund, Sanofi Ventures, Agent Capital, and other undisclosed investors.

Q32 Bio, expressed confidence that the merger, coupled with the private placement, will provide the necessary capital to advance their autoimmune and inflammatory pipeline. The funds are expected to drive the development of key clinical candidates, including Phase 2 readouts for bempikibart in the second half of 2024 and proof-of-concept data for ADX-097 by the end of 2024, with topline ADX-097 clinical results anticipated in the second half of 2025.

Homology Medicines, emphasized that the decision to merge with Q32 Bio was made after a comprehensive assessment of strategic options. He highlighted the extensive track record and deep biopharmaceutical expertise of Q32 Bio's management team, considering it a compelling opportunity to address critical unmet needs in patient treatment.

Proceeds from these transactions will be allocated to advancing the clinical development of Q32 Bio's lead assets, bempikibart (ADX-914) and ADX-097. Bempikibart, a fully human anti-IL-7Rα antibody, is currently undergoing Phase 2 trials for atopic dermatitis and alopecia areata, with topline Phase 2 results anticipated in the second half of 2024. ADX-097, based on a novel tissue-targeted complement system regulation platform, recently demonstrated positive results in a Phase 1 clinical trial. Q32 Bio plans to initiate Phase 2 trials for ADX-097, with initial data expected by the end of 2024.

The merger agreement stipulates that Homology Medicines will issue shares of its common stock to pre-merger Q32 Bio stockholders, making Q32 Bio a wholly owned subsidiary of Homology Medicines. The ownership distribution is expected to be approximately 25% for pre-merger Homology Medicines stockholders and 75% for pre-merger Q32 Bio stockholders, subject to adjustment based on Homology Medicine's net cash at the time of closing.

The merger agreement has received approval from the boards of directors of both companies. Additional details will be provided in a Current Report on Form 8-K, which will be filed by Homology Medicines with the Securities and Exchange Commission (SEC) and will be accessible at Leerink Partners is serving as the exclusive financial advisor to Q32 Bio, with Goodwin Procter LLP acting as legal counsel. TD Cowen is the exclusive financial advisor to Homology Medicines, and Latham & Watkins LLP is providing legal counsel.



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