The Life Sciences and Public M&A teams advised Q32 Bio Inc. in its definitive merger agreement to combine with Homology Medicines, Inc. (Nasdaq: FIXX) in an all-stock transaction. The combined company will focus on advancing Q32 Bio's wholly owned clinical development candidates for the treatment of autoimmune and inflammatory diseases. Upon completion of the merger, the combined company will operate as Q32 Bio and is expected to trade under the Nasdaq ticker symbol "QTTB".

In connection with the merger, Q32 Bio has entered into subscription agreements for a planned concurrent $42 million financing with participation from 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 additional investors.

The financing is expected to close immediately prior to the completion of the merger. The combined company is expected to have approximately $115 million in cash at close and the pro-forma cash balance is expected to provide cash runway into mid-2026. The merger and related financing are expected to close in the first quarter of 2024, subject to customary closing conditions, including the approval of the transaction by the stockholders of each company. The merger agreement has been approved by the boards of directors of both companies.

Q32 Bio is a clinical stage biotechnology company developing biologic therapeutics targeting potent regulators of the innate and adaptive immune systems to re-balance immunity in autoimmune and inflammatory diseases. Q32 Bio's lead programs, focused on the IL-7 / TSLP receptor pathways and complement system, address immune dysregulation to help patients take back control of their lives.

The Goodwin team was led by John Haggerty, Tevia Pollard, Sarah Ashfaq, Kingsley Taft and Jacqueline Mercier, and included Cynthia Li, Connor McMillan, and Nicole Osunsanmi (Public M&A), Wei Xu, Meg Dennard, David Li, Alexa Folco, Andrea Akinbola and Sarah Oppenheimer (Corporate), Sarah Bock, Andre Amorim and Rahat Tariq (Executive Compensation and Benefits), Brad Smith and Ana Alvarado (Labor and Employment), Alan Wang and Christopher Zhong (Licensing), Dan Karelitz and Matthew Dunay (Tax), Caroline Bullerjahn and Morgan Mordecai (Litigation), Alexander Varond, Elizabeth Mulkey and Elizabeth Caruso (FDA Regulatory), Matthew Wetzel and Health Ingram (Healthcare), Jackie Klosek (Privacy), Brian Mukherjee (D&O Insurance), and Arman Oruc, Simone Waterbury and Charlie Stewart (Antitrust).

For additional details on the merger, please read the press release.