0000950170-24-122785 | 10-Q | XBRL Viewer

Investment in Equity Securities	9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]
Investment in Equity Securities	6. Investment in Equity Securities As part of the Merger, the Company obtained Homology's 20% equity interest in OXB (US) LLC, an AAV vector process development and manufacturing services company. At that time, the Company had significant influence over, but did not control, OXB (US) LLC through its noncontrolling representation on OXB (US) LLC’s board of directors and the Company’s equity interest in OXB (US) LLC. Accordingly, the Company did not consolidate the financial statements of OXB (US) LLC and accounted for its investment using the equity method of accounting. The Company recorded its equity method investment in OXB (US) LLC at fair value upon the effective date of the Merger. The fair value of the equity method investment was determined based on the market approach. This approach estimated the fair value of OXB (US) LLC based on the implied value for the entity, including the Options (as defined in Note 3 above), for a controlling interest in OXB (US) LLC at the entity’s formation. As part of its fair value analysis, the Company determined that the Options are embedded in the Company’s ownership units of OXB (US) LLC because the Options are not legally detachable or separately exercisable. Accordingly, the equity method investment and the Options represent one unit of account and the fair value recorded reflects the value of the equity interest and the Options (refer to Note 3 for more information for how the fair value was determined). As a result of transactions by OXB (US) LLC, the Company’s investment was diluted to a 10% equity interest in OXB (US) LLC on May 22, 2024, and the Company no longer has the ability to exert significant influence over the operating and financial policies of OXB (US) LLC. The Company discontinued the equity method of accounting for the investment in OXB (US) LLC on May 22, 2024 and determined the remaining investment to be an equity security accounted for in accordance with ASC 321, Investments—Equity Securities (“ASC 321”) at the date the investment no longer qualifies for the equity method of accounting. The Company recorded the equity instrument at fair value and applied the measurement alternative under ASC 321 such that the Company would not change the amount recorded for the equity instrument unless the Company identified observable price changes in orderly transactions for the identical or similar investment of the same issuer or the equity instrument was otherwise deemed to be impaired. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of September 30, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the fair value of its investment in OXB (US) LLC was negatively impacted due to a change in OXB (US) LLC's forecasted performance. The Company utilized a monte carlo simulation model, also known as a probability simulation, to estimate the fair value of its investment. This model requires the use of estimates and assumptions including estimated future revenues and discount rates which are significant unobservable inputs representing Level 3 measurements within the fair value hierarchy. The Company determined that the decline in value was deemed to be other than temporary and recorded an impairment charge of approximately $0.7 million to reduce its investment to fair value. The impairment charge is included in other income (expense), net in the Company's consolidated statements of operations. Prior to May 22, 2024, the Company was recording its share of income or losses from OXB (US) LLC on a quarterly basis under the equity method of accounting. As of September 30, 2024, the carrying value of the equity investment was $2.6 million.

Investment in Equity Securities

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

6. Investment in Equity Securities

As part of the Merger, the Company obtained Homology's 20% equity interest in OXB (US) LLC, an AAV vector process development and manufacturing services company. At that time, the Company had significant influence over, but did not control, OXB (US) LLC through its noncontrolling representation on OXB (US) LLC’s board of directors and the Company’s equity interest in OXB (US) LLC. Accordingly, the Company did not consolidate the financial statements of OXB (US) LLC and accounted for its investment using the equity method of accounting.

The Company recorded its equity method investment in OXB (US) LLC at fair value upon the effective date of the Merger. The fair value of the equity method investment was determined based on the market approach. This approach estimated the fair value of OXB (US) LLC based on the implied value for the entity, including the Options (as defined in Note 3 above), for a controlling interest in OXB (US) LLC at the entity’s formation. As part of its fair value analysis, the Company determined that the Options are embedded in the Company’s ownership units of OXB (US) LLC because the Options are not legally detachable or separately exercisable. Accordingly, the equity method investment and the Options represent one unit of account and the fair value recorded reflects the value of the equity interest and the Options (refer to Note 3 for more information for how the fair value was determined).

As a result of transactions by OXB (US) LLC, the Company’s investment was diluted to a 10% equity interest in OXB (US) LLC on May 22, 2024, and the Company no longer has the ability to exert significant influence over the operating and financial policies of OXB (US) LLC. The Company discontinued the equity method of accounting for the investment in OXB (US) LLC on May 22, 2024 and determined the remaining investment to be an equity security accounted for in accordance with ASC 321, Investments—Equity Securities (“ASC 321”) at the date the investment no longer qualifies for the equity method of accounting. The Company recorded the equity instrument at fair value and applied the measurement alternative under ASC 321 such that the Company would not change the amount recorded for the equity instrument unless the Company identified observable price changes in orderly transactions for the identical or similar investment of the same issuer or the equity instrument was otherwise deemed to be impaired. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of September 30, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the fair value of its investment in OXB (US) LLC was negatively impacted due to a change in OXB (US) LLC's forecasted performance. The Company utilized a monte carlo simulation model, also known as a probability simulation, to estimate the fair value of its investment. This model requires the use of estimates and assumptions including estimated future revenues and discount rates which are significant unobservable inputs representing Level 3 measurements within the fair value hierarchy. The Company determined that the decline in value was deemed to be other than temporary and recorded an impairment charge of approximately $0.7

million to reduce its investment to fair value. The impairment charge is included in other income (expense), net in the Company's consolidated statements of operations.

Prior to May 22, 2024, the Company was recording its share of income or losses from OXB (US) LLC on a quarterly basis under the equity method of accounting.

As of September 30, 2024, the carrying value of the equity investment was $2.6 million.

Agreements with Horizon	9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Agreements with Horizon	15. Agreements with Horizon From August 2022 until November 2023, Legacy Q32 was a party to the Collaboration and Option Agreement (the “Horizon Collaboration Agreement”) and the Asset Purchase Agreement (the “Purchase Agreement”), and together with the Horizon Collaboration Agreement, the “Horizon Agreements”), each between Legacy Q32 and Horizon Therapeutics Ireland DAC (“Horizon”), pursuant to which Legacy Q32 received $55.0 million in initial consideration and staged development funding for the completion of the two ongoing Phase 2 trials for bempikibart, and Horizon had an option to acquire the bempikibart program at a prespecified price, subject to certain adjustments. The Company has received $55.0 million of the $55.0 million transaction price from Horizon. In October 2023, Amgen Inc. (“Amgen”) completed its acquisition of Horizon Therapeutics public limited company (“Horizon plc”). Following the closing of Amgen’s acquisition of Horizon plc, the Company agreed with Amgen to mutually terminate the Horizon Agreements and in November 2023, the Company and Horizon entered into a termination agreement (the “Horizon Termination Agreement”), pursuant to which Horizon’s option to acquire the bempikibart program was terminated. As a result, the Company retained all initial consideration and development funding received under the Horizon Collaboration Agreement (as defined below) and regained full development and commercial rights to bempikibart. In consideration for the Horizon Termination Agreement, the Company agreed to pay Horizon regulatory and sales milestones payments of up to an aggregate amount of $75.1 million upon the first achievement of certain regulatory and sales milestones with respect to bempikibart. The Company concluded that the consideration allocated to the research service performance obligations should be recognized over time as Horizon received the benefit of the research activities as the activities were performed. The Company has determined that this method was most appropriate as progress towards completion of research is largely driven by time and effort spent and costs incurred to perform this research. The Horizon Termination Agreement is accounted for as a modification because it does not result in the addition of distinct goods or services. Since the two performance obligations and the material right are terminated with no further performance obligations aside from the contingent payments to Horizon of up to $75.1 million, the Company recognized the remaining deferred revenue in the fourth quarter of 2023. Upon the execution of the Horizon Termination Agreement, the Company became obligated to pay Horizon up to $75.1 million contingent on regulatory and sales-based milestones or up to $20.1 million in excess of the cash received. These potential payments to Horizon are not in exchange for a distinct good or service; therefore, the Company accounts for consideration payable to Horizon as a reduction of the transaction price under FASB ASC Topic 606, Revenue from Contracts with Customers. The Company concluded that the $55.0 million of arrangement consideration previously recognized should be fully constrained as a result of the contingent consideration payable to Horizon, and accordingly, all amounts previously recognized as revenue were reversed in the fourth quarter of 2023 and a refund liability was established for the $55.0 million cash received during the term of the Horizon Collaboration Agreement. No amounts have been recognized related to the remaining potential payment to Horizon (up to $20.1 million) as it is not probable that the respective milestones will be achieved at this time.

Agreements with Horizon

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Agreements with Horizon

15. Agreements with Horizon

From August 2022 until November 2023, Legacy Q32 was a party to the Collaboration and Option Agreement (the “Horizon Collaboration Agreement”) and the Asset Purchase Agreement (the “Purchase Agreement”), and together with the Horizon Collaboration Agreement, the “Horizon Agreements”), each between Legacy Q32 and Horizon Therapeutics Ireland DAC (“Horizon”), pursuant to which Legacy Q32 received $55.0 million in initial consideration and staged development funding for the completion of the two ongoing Phase 2 trials for bempikibart, and Horizon had an option to acquire the bempikibart program at a prespecified price, subject to certain adjustments.

The Company has received $55.0 million of the $55.0 million transaction price from Horizon. In October 2023, Amgen Inc. (“Amgen”) completed its acquisition of Horizon Therapeutics public limited company (“Horizon plc”). Following the closing of Amgen’s acquisition of Horizon plc, the Company agreed with Amgen to mutually terminate the Horizon Agreements and in November 2023, the Company and Horizon entered into a termination agreement (the “Horizon Termination Agreement”), pursuant to which Horizon’s option to acquire the bempikibart program was terminated. As a result, the Company retained all initial consideration and development funding received under the Horizon Collaboration Agreement (as defined below) and regained full development and commercial rights to bempikibart. In consideration for the Horizon Termination Agreement, the Company agreed to pay Horizon regulatory and sales milestones payments of up to an aggregate amount of $75.1 million upon the first achievement of certain regulatory and sales milestones with respect to bempikibart.

The Company concluded that the consideration allocated to the research service performance obligations should be recognized over time as Horizon received the benefit of the research activities as the activities were performed. The Company has determined that this method was most appropriate as progress towards completion of research is largely driven by time and effort spent and costs incurred to perform this research. The Horizon Termination Agreement is accounted for as a modification because it does not result in the addition of distinct goods or services. Since the two performance obligations and the material right are terminated with no further performance obligations aside from the contingent payments to Horizon of up to $75.1 million, the Company recognized the remaining deferred revenue in the fourth quarter of 2023.

Upon the execution of the Horizon Termination Agreement, the Company became obligated to pay Horizon up to $75.1 million contingent on regulatory and sales-based milestones or up to $20.1 million in excess of the cash received. These potential payments to Horizon are not in exchange for a distinct good or service; therefore, the Company accounts for consideration payable to Horizon as a reduction of the transaction price under FASB ASC Topic 606, Revenue from Contracts with Customers. The Company concluded that the $55.0 million of arrangement consideration previously recognized should be fully constrained as a result of the contingent

consideration payable to Horizon, and accordingly, all amounts previously recognized as revenue were reversed in the fourth quarter of 2023 and a refund liability was established for the $55.0 million cash received during the term of the Horizon Collaboration Agreement. No amounts have been recognized related to the remaining potential payment to Horizon (up to $20.1 million) as it is not probable that the respective milestones will be achieved at this time.

Prepaid Expenses, Other Current Assets and Other Noncurrent Assets - Summary of Prepaid Expenses and Other Noncurrent Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Noncurrent [Abstract]
Deferred transaction costs	$ 0	$ 3,912
Prepaid external research and development - long term	35	676
Other	5	23
Total other noncurrent assets	$ 40	$ 4,611

Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands										1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 19, 2024	Nov. 02, 2023	Jul. 12, 2023	Dec. 23, 2022	Dec. 21, 2022	Aug. 05, 2022	Jun. 30, 2022	May 20, 2022	Dec. 11, 2020	Dec. 31, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Mar. 21, 2024	Apr. 26, 2023	Aug. 10, 2022
Debt Instrument [Line Items]
Proceeds from long term line of credit													$ 7,000	$ 5,500
Line of credit facility outstanding current											$ 1,533		1,533		$ 878
Proceeds from convertible debt				$ 16,700		$ 5,000		$ 8,300								$ 30,000
Interest expenses on convertible debt															1,500
Convertible debt, fair value disclosures															$ 38,600
Other income (expense)											$ 1,219	$ 84	$ 3,767	$ 827
Debt instrument converted into equity number of shares issued											1,433,410	1,433,410	1,433,410	1,433,410
Gain on conversion of the Convertible Notes													$ 15,900
Change in fair value
Debt Instrument [Line Items]
Other income (expense)												$ 6,300		$ 5,000
Two Thousand And Twenty And Two Thousand And Twenty Three Term A Loan [Member]
Debt Instrument [Line Items]
Interest expenses											$ 300	100	$ 700	300
Debt instrument effective rate of interest percentage											9.54%		9.54%		10.42%
Convertible Debt Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face value								$ 30,000
Convertible debt interest rate percentage								5.00%
Interest expenses on convertible debt											$ 300	$ 400	$ 300	$ 700
Debt instrument conversion price percentage								90.00%
Debt instrument converted into equity number of shares issued													1,433,410
Convertible Debt Agreement [Member] \| Series B Redeemable Convertible Preferred Stock [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share								$ 1.0971
Convertible Debt Agreement [Member] \| Current Liabilities [Member]
Debt Instrument [Line Items]
Convertible debt, fair value disclosures															$ 38,600
Loan And Security Agreement With Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Class of warrants or rights number of securities covered by warrants or rights									7,988
Class of warrants or rights term									10 years
Loan And Security Agreement With Silicon Valley Bank [Member] \| Warrants Issued To Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Fair value of warrants issued									$ 39
Loan And Security Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Term A Loan Advance [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity									25,000
Proceeds from long term line of credit									5,000
Line of credit remaining borrowing capacity										$ 20,000
Long term debt variable interest rate percentage										3.25%
Line of credit facility date of first required payment										Jul. 01, 2022
Line of credit facility expiration date										Dec. 01, 2023
Line of credit facility commitment fee amount									$ 100
Line of credit facility commitment fee percentage									2.00%
Long term debt balloon payment percentage										2.00%
Loan And Security Second Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Term A Loan Advance [Member]
Debt Instrument [Line Items]
Line of credit facility expiration date							Dec. 31, 2024
Long term debt balloon payment percentage							4.00%
Line of credit facility frequency of payments							24 equal monthly payments of principal plus interest, with a loan maturity date of
Loan And Security Third Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Term A Loan Advance [Member] \| Restricted Cash Non Current [Member]
Debt Instrument [Line Items]
Debt instrument collateral given																				$ 5,000
Loan And Security Fourth Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Term A Loan Advance [Member]
Debt Instrument [Line Items]
Line of credit facility expiration date	Jul. 01, 2027				Dec. 01, 2024
Debt instrument terms of payment	24 equal monthly payments of principal plus interest				18 equal monthly payments of principal plus interest, with a loan maturity date of
Loan And Security Fifth Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Term A Loan Advance [Member]
Debt Instrument [Line Items]
Percentage of consolidated cash to be maintained with the lender																			50.00%
Unrestricted and unencumbered cash percentage to be maintained																			100.00%
Percentage of outstanding debt to be maintained with the lender by way of cash																			110.00%
Sixth Amendment Agreement With Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Class of warrants or rights number of securities covered by warrants or rights			10,156
Class of warrants or rights exercise price per share			$ 7.5						$ 6.87
Class of warrants or rights term			10 years
Sixth Amendment Agreement With Silicon Valley Bank [Member] \| Tranche Two Milestone [Member]
Debt Instrument [Line Items]
Class of warrants or rights number of securities covered by warrants or rights			5,078
Sixth Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Term A Loan Advance [Member]
Debt Instrument [Line Items]
Line of credit facility outstanding current			$ 5,000
Long term debt balloon payment			$ 200
Sixth Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Three Term A Loan Advance [Member]
Debt Instrument [Line Items]
Long term debt variable interest rate percentage																	8.00%
Debt instrument terms of payment			The interest-only period was extended through June 30, 2024 followed by 36 equal monthly payments of principal plus interest
Line of credit facility aggregate amount including balloon repayment payable			$ 5,500
Debt instrument variable interest spread			0.25%
Sixth Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Three Term A Loan Advance [Member] \| Before Thirty First Of March Two Thousand And Twenty Four [Member]
Debt Instrument [Line Items]
Line of credit facility amount that may be contingently borrowed			$ 7,000
Sixth Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Three Term A Loan Advance [Member] \| Before Thirty First Of March Two Thousand And Twenty Five [Member]
Debt Instrument [Line Items]
Line of credit facility amount that may be contingently borrowed			7,500
Sixth Amendment Agreement With Silicon Valley Bank [Member] \| Two Thousand And Twenty Three Term A Loan Advance [Member] \| Before Thirty First Of March Two Thousand And Twenty Six [Member]
Debt Instrument [Line Items]
Line of credit facility amount that may be contingently borrowed			$ 5,000
Seventh Amendment To The Loan Agreement [Member] \| Two Thousand And Twenty Three Term A Loan Advance [Member] \| Before Thirty First Of March Two Thousand And Twenty Four [Member]
Debt Instrument [Line Items]
Face value of debt instrument that may be contingently borrowed		$ 7,000
Estimated aggregate proceeds from debt and equity		75,000
Estimated aggregate proceeds from equity		$ 37,500
Eighth Amendment to the Loan Agreement [Member] \| Two Thousand And Twenty Three Term A Loan Advance [Member]
Debt Instrument [Line Items]
Line of credit facility aggregate amount including balloon repayment payable																		$ 7,000

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands	Total	Series A convertible preferred stock [Member]	Series A-1 convertible preferred stock [Member]	Series B convertible preferred stock [Member]	Preferred Stock [Member] Series A convertible preferred stock [Member]	Preferred Stock [Member] Series A-1 convertible preferred stock [Member]	Preferred Stock [Member] Series B convertible preferred stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2022					$ 47,458	$ 4,132	$ 59,855
Beginning balance, Shares at Dec. 31, 2022					2,286,873	312,094	2,625,896
Beginning balance, Shares at Dec. 31, 2022								343,550
Beginning balance at Dec. 31, 2022	$ (130,712)							$ 1	$ 2,625		$ (133,338)
Issuance of common stock from option exercises, Shares								3,575
Issuance of common stock from option exercises	15								15		0
Stock-based compensation expense	296								296		0
Net Income (Loss)	(6,838)										(6,838)
Ending balance, Shares at Mar. 31, 2023					2,286,873	312,094	2,625,896
Ending balance at Mar. 31, 2023					$ 47,458	$ 4,132	$ 59,855
Ending balance, Shares at Mar. 31, 2023								347,125
Ending balance at Mar. 31, 2023	(137,239)							$ 1	2,936		(140,176)
Beginning balance at Dec. 31, 2022					$ 47,458	$ 4,132	$ 59,855
Beginning balance, Shares at Dec. 31, 2022					2,286,873	312,094	2,625,896
Beginning balance, Shares at Dec. 31, 2022								343,550
Beginning balance at Dec. 31, 2022	(130,712)							$ 1	2,625		(133,338)
Other comprehensive loss	0
Net Income (Loss)	(26,676)
Ending balance, Shares at Sep. 30, 2023					2,286,873	312,094	2,625,896
Ending balance at Sep. 30, 2023					$ 47,458	$ 4,132	$ 59,855
Ending balance, Shares at Sep. 30, 2023								349,268
Ending balance at Sep. 30, 2023	(156,451)							$ 1	3,562		(160,014)
Beginning balance at Mar. 31, 2023					$ 47,458	$ 4,132	$ 59,855
Beginning balance, Shares at Mar. 31, 2023					2,286,873	312,094	2,625,896
Beginning balance, Shares at Mar. 31, 2023								347,125
Beginning balance at Mar. 31, 2023	(137,239)							$ 1	2,936		(140,176)
Issuance of common stock from option exercises, Shares								2,143
Issuance of common stock from option exercises	15								15
Stock-based compensation expense	310								310
Net Income (Loss)	(5,807)										(5,807)
Ending balance, Shares at Jun. 30, 2023					2,286,873	312,094	2,625,896
Ending balance at Jun. 30, 2023					$ 47,458	$ 4,132	$ 59,855
Ending balance, Shares at Jun. 30, 2023								349,268
Ending balance at Jun. 30, 2023	(142,721)							$ 1	3,261		(145,983)
Stock-based compensation expense	301								301
Other comprehensive loss	0
Net Income (Loss)	(14,031)										(14,031)
Ending balance, Shares at Sep. 30, 2023					2,286,873	312,094	2,625,896
Ending balance at Sep. 30, 2023					$ 47,458	$ 4,132	$ 59,855
Ending balance, Shares at Sep. 30, 2023								349,268
Ending balance at Sep. 30, 2023	(156,451)							$ 1	3,562		(160,014)
Beginning balance at Dec. 31, 2023					$ 47,458	$ 4,132	$ 59,855
Beginning balance, Shares at Dec. 31, 2023		2,286,873	312,094	2,625,896	2,286,873	312,094	2,625,896
Beginning balance, Shares at Dec. 31, 2023								359,569
Beginning balance at Dec. 31, 2023	(182,921)							$ 1	4,159		(187,081)
Conversion of convertible preferred stock to common stock in connection with the Merge, Share					(2,286,873)	(312,094)	(2,625,896)	5,224,863
Conversion of convertible preferred stock to common stock in connection with the Merger, Value	111,445				$ (47,458)	$ (4,132)	$ (59,855)	$ 1	111,444
Issuance of common stock in the pre-closing financing, Shares								1,682,045
Issuance of common stock in the pre-closing financing, Value	42,000								42,000
Issuance of common stock for conversion of convertible notes, Shares								1,433,410
Issuance of common stock for conversion of Convertible Notes, Value	22,705								22,705
Issuance of common stock to Homology shareholders in reverse recapitalization, Shares								3,229,633
Issuance of common stock to Homology shareholders in reverse recapitalization, Value	64,292								64,292
Reverse recapitalization transaction costs	(10,013)								(10,013)
Issuance of CVR at fair value	(180)								(180)
Stock-based compensation expense	417								417
Other comprehensive loss	(5)									$ (5)
Net Income (Loss)	1,029										1,029
Ending balance, Shares at Mar. 31, 2024					0	0	0
Ending balance at Mar. 31, 2024					$ 0	$ 0	$ 0
Ending balance, Shares at Mar. 31, 2024								11,929,520
Ending balance at Mar. 31, 2024	48,769							$ 2	234,824	(5)	(186,052)
Beginning balance at Dec. 31, 2023					$ 47,458	$ 4,132	$ 59,855
Beginning balance, Shares at Dec. 31, 2023		2,286,873	312,094	2,625,896	2,286,873	312,094	2,625,896
Beginning balance, Shares at Dec. 31, 2023								359,569
Beginning balance at Dec. 31, 2023	$ (182,921)							$ 1	4,159		(187,081)
Issuance of common stock from option exercises, Shares	196,740
Other comprehensive loss	$ (1)
Net Income (Loss)	(33,544)
Ending balance, Shares at Sep. 30, 2024		0	0	0	0	0	0
Ending balance at Sep. 30, 2024					$ 0	$ 0	$ 0
Ending balance, Shares at Sep. 30, 2024								12,138,869
Ending balance at Sep. 30, 2024	18,295							$ 2	238,919	(1)	(220,625)
Beginning balance at Mar. 31, 2024					$ 0	$ 0	$ 0
Beginning balance, Shares at Mar. 31, 2024					0	0	0
Beginning balance, Shares at Mar. 31, 2024								11,929,520
Beginning balance at Mar. 31, 2024	48,769							$ 2	234,824	(5)	(186,052)
Issuance of common stock from option exercises, Shares								53,077
Issuance of common stock from option exercises	380								380
Issuance Of Common Stocks From Rsu Vesting, Shares								12,609
Stock-based compensation expense	1,336								1,336
Other comprehensive loss	4									4
Net Income (Loss)	(16,978)										(16,978)
Ending balance, Shares at Jun. 30, 2024					0	0	0
Ending balance at Jun. 30, 2024					$ 0	$ 0	$ 0
Ending balance, Shares at Jun. 30, 2024								11,995,206
Ending balance at Jun. 30, 2024	33,511							$ 2	236,540	(1)	(203,030)
Issuance of common stock from option exercises, Shares								143,663
Issuance of common stock from option exercises	997								997
Stock-based compensation expense	1,382								1,382
Other comprehensive loss	0
Net Income (Loss)	(17,595)										(17,595)
Ending balance, Shares at Sep. 30, 2024		0	0	0	0	0	0
Ending balance at Sep. 30, 2024					$ 0	$ 0	$ 0
Ending balance, Shares at Sep. 30, 2024								12,138,869
Ending balance at Sep. 30, 2024	$ 18,295							$ 2	$ 238,919	$ (1)	$ (220,625)

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

12. Convertible Preferred Stock

On March 25, 2024, immediately prior to completing the Merger, all classes of convertible preferred stock of Legacy Q32 were converted to Legacy Q32 common stock, and then exchanged in the Merger for shares of the Company’s common stock using the Exchange Ratio. The Series A convertible preferred stock converted into an aggregate of 2,286,873 shares of Legacy Q32 common stock, the Series A-1 convertible preferred stock converted into an aggregate of 312,094 shares of Legacy Q32 common stock and the Series B convertible preferred stock converted into an aggregate of 2,625,896 shares of Legacy Q32 common stock. The conversion of the Legacy Q32 preferred stock into shares of Legacy Q32 common stock resulted in an increase of $11 thousand to common stock and an increase of $111.4 million to additional paid-in-capital immediately prior to completing the Merger.

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued external research and development	$ 2,657	$ 3,578
Accrued compensation and related expenses	3,469	3,003
Accrued professional services and other	1,723	2,328
Operating lease liability, current	1,027	538
Accrued taxes payable	36	316
Total accrued expenses and other current liabilities	$ 8,912	$ 9,763

Prepaid Expenses, Other Current Assets and Other Noncurrent Assets (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of (in thousands):


	September 30, 2024		December 31, 2023
Payroll tax credit	$	563	$	755
Prepaid external research and development		2,901		1,834
Prepaid expenses		1,127		427
Other		229		83
Total prepaid expenses and other current assets	$	4,820	$	3,099

Summary of Prepaid Expenses and Other Noncurrent Assets

Other noncurrent assets consisted of the following as of (in thousands):


	September 30, 2024		December 31, 2023
Deferred transaction costs	$	—	$	3,912
Prepaid external research and development - long term		35		676
Other		5		23
Total other noncurrent assets	$	40	$	4,611

Stock-Based Compensation - Additional Information (Detail) - USD ($)		9 Months Ended
	Mar. 15, 2024	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based awards, common stock reserved for issuance		3,896,309	7,844,758
Share based compensation by share based award options granted during the period shares		1,065,973
Share based awards, maximum contractual term		10 years
Employee Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based awards, common stock reserved for issuance		2,003,466	1,112,275
Share based awards, vesting period		4 years
Weighted-average grant date fair value, options granted		$ 13.25
Fair value of options vested		$ 1,300,000
Unrecognised compensation cost		$ 13,800,000
Unrecognised compensation cost, recognition period		2 years 10 months 24 days
2017 Stock Option and Grant Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based awards, common stock reserved for issuance		1,246,290
Share based awards, shares available for future grant		0
2024 Stock Option and Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based awards, common stock reserved for issuance	2,839,888
Share based awards, shares available for future grant		1,753,863
Increase in number of shares reserved for issuance, percent of common stock outstanding	5.00%
Purchase of common stock through payroll deductions expressed in percentage of fair market value	85.00%
2024 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based awards, common stock reserved for issuance	120,836
Increase in number of shares reserved for issuance (shares)	241,677
Increase in number of shares reserved for issuance, percent of common stock outstanding	1.00%
Common stock offering period	6 months
Shares issued during period		0
Excess of accrued right to purchase stock	$ 25,000

Common Stock - Additional Information (Detail) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001
Common Stock [Member]
Common stock, shares authorized	400,000,000
Common stock, par value per share	$ 0.0001

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of (in thousands):


	September 30, 2024		December 31, 2023
Accrued external research and development	$	2,657	$	3,578
Accrued compensation and related expenses		3,469		3,003
Accrued professional services and other		1,723		2,328
Operating lease liability, current		1,027		538
Accrued taxes payable		36		316
Total accrued expenses and other current liabilities	$	8,912	$	9,763

Nature of the Business - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended						9 Months Ended
	Mar. 25, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 16, 2023
Nature Of Business [Line Items]
Common stock, aggregate purchase price											$ 42,000
Net Income (Loss)		$ (17,595)	$ (16,978)	$ 1,029	$ (14,031)	$ (5,807)	$ (6,838)	$ (33,544)	$ (26,676)
Accumulated deficit		(220,625)						(220,625)		$ (187,081)
Cash and cash equivalents		89,078			$ 36,256			89,078	$ 36,256	25,617
Short-term investments		0						0		$ 0
Homology
Nature Of Business [Line Items]
Business combination shares conversion into rights to purchase common stock	1,682,045
Stockholders' equity, reverse stock split	one-for-eighteen
Outstanding common stock of the combined company	74.40%
Conversion of Stock, Shares Converted	7,017,842
Parent company [Member]
Nature Of Business [Line Items]
Cash and cash equivalents		89,100						89,100
Short-term investments		$ 89,100						$ 89,100

Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Outstanding at Beginning Balance \| shares	1,112,275
Number of shares, Assumed in reverse recapitalization \| shares	32,685
Number of Shares, Granted \| shares	1,065,973
Number of Shares, Exercised \| shares	(196,740)
Number of Shares, Cancelled \| shares	(10,727)
Number of Shares, Outstanding at Ending Balance \| shares	2,003,466	1,112,275
Number of shares, Vested and expected to vest \| shares	2,003,466
Number of Shares, Exercisable \| shares	622,057
Weighted- Average Exercise Price, Outstanding at Beginning Balance \| $ / shares	$ 7.5
Weighted- Average Exercise Price, Assumed in reverse recapitalization \| $ / shares	7.56
Weighted- Average Exercise Price, Granted \| $ / shares	17.16
Weighted- Average Exercise Price, Exercised \| $ / shares	6.99
Weighted- Average Exercise Price, Cancelled \| $ / shares	17
Weighted- Average Exercise Price, Outstanding at Ending Balance \| $ / shares	12.71	$ 7.5
Weighted- Average Exercise Price, Vested and expected to vest \| $ / shares	12.71
Weighted- Average Exercise Price, Exercisable \| $ / shares	$ 7.31
Weighted Average Remaining Contractual Term, Outstanding	8 years 5 months 19 days	6 years 10 months 13 days
Weighted Average Remaining Contractual Term, Vested and expected to vest	8 years 5 months 19 days
Weighted Average Remaining Contractual Term, Exercisable	6 years 9 months 18 days
Aggregate Intrinsic Value, Outstanding Beginning Balance \| $	$ 10,712
Aggregate Intrinsic Value, Outstanding Ending Balance \| $	62,828	$ 10,712
Aggregate Intrinsic Value, Vested and expected to vest \| $	62,828
Aggregate Intrinsic Value, Exercisable \| $	$ 21,940

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

The carrying values of the Company’s prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair value due to their short-term nature. The carrying value of the Company’s term loan as of September 30, 2024 (see Note 11) approximated fair value based on interest rates currently available to the Company.

The tables below present information about the Company’s assets and liabilities that are regularly measured and carried at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, which is described further within Note 2, Summary of Significant Accounting Policies.

Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 are summarized as follows (in thousands):


Description	Balance as of September 30, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash equivalents:
Money market funds	$	87,111	$	87,111	$	—	$	—
Total cash equivalents	$	87,111	$	87,111	$	—	$	—
Total financial assets	$	87,111	$	87,111	$	—	$	—
Liabilities
CVR liability	$	2,680	$	—	$	—	$	2,680
Total financial liabilities	$	2,680	$	—	$	—	$	2,680

Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 are summarized as follows (in thousands):


Description	Balance as of December 31, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash equivalents:
Money market funds	$	24,100	$	24,100	$	—	$	—
Total cash equivalents	$	24,100	$	24,100	$	—	$	—
Restricted cash equivalents:
Money market funds	$	5,000	$	5,000	$	—	$	—
Total restricted cash equivalents	$	5,000	$	5,000	$	—	$	—
Total financial assets	$	29,100	$	29,100	$	—	$	—
Liabilities
Convertible notes	$	38,595	$	—	$	—	$	38,595
Total financial liabilities	$	38,595	$	—	$	—	$	38,595

Money market funds were valued by the Company using quoted prices in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy.

As discussed in Notes 1 and 3, at the effective time of the Merger, each person who as of immediately prior to the effective time of the Merger was a stockholder of record of Homology or had the right to receive Homology’s common stock received a CVR, issued by Homology subject to and in accordance with the terms and conditions of a CVR Agreement, representing the contractual right to receive cash payments from the combined company upon the receipt of certain proceeds from a disposition of Homology’s pre-merger assets, calculated in accordance with the CVR Agreement. The Company concluded that the CVR liability is a derivative liability and is accounted for at fair value. The fair value of the CVR liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. For the portion of the CVR liability that is related to Homology's equity interest in OXB (US) LLC, the Company utilized a monte carlo simulation model, also known as a probability simulation, to estimate the fair value of the CVR liability. This model requires the use of estimates and assumptions including estimated future revenues and discount rates. For the portion of the CVR liability related to Homology's HMI-103, HMI-204, capsids and AAVHSC platform, the Company's fair value assessment includes judgments around the probability of progressing the in-process research and development assets, and in the case of one of the draft agreements, to certain milestones.

The CVR liability had an estimated fair value of $2.7 million as of September 30, 2024. The Company recorded in other income (expense), net, $2.4 million for the change in estimated fair value during the nine months ended September 30, 2024.

During the three and nine months ended September 30, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3 measurements. There have been no impairments of the Company’s assets measured and carried at fair value during the three and nine months ended September 30, 2024 and 2023.

Legacy Q32 issued convertible notes (the “Convertible Notes”) totaling $30.0 million during the year ended December 31, 2022. Legacy Q32 concluded that the Convertible Notes and its related features are within the scope of FASB Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments (“ASC 825”), as a combined financial instrument, and Legacy Q32 elected the fair value option where changes in fair value of the Convertible Notes are measured through the accompanying condensed consolidated statement of operations until settlement. The Convertible Notes liability represents a Level 3 measurement within the fair value hierarchy as it has been valued using certain unobservable inputs. These inputs include the underlying fair value of the equity instrument into which the Convertible Notes are convertible. The fair value is based on significant inputs not observable in the market, namely potential financing scenarios, the likelihood of such scenarios, the expected time for each scenario to occur, and the required market rates of return utilized in modeling these scenarios.


Year Ended December 31, 2023	Scenario 1	Scenario 2	Scenario 3
Probability of each scenario	80%	15%	5%
Expected Term (years)	0.25	0.25	0.42
Required market rates of return	15.0%	15.0%	15.0%

The Convertible Notes had an estimated fair value of $38.6 million as of December 31, 2023. The Company recorded in other income (expense), net, an interest expense of $1.5 million and a charge of $4.7 million on the change in estimated fair value during the year ended December 31, 2023. There was no change in fair value attributable to the instrument-specific credit risk for the year ended December 31, 2023.

Upon closing of the Merger, Legacy Q32 converted the outstanding Convertible Notes plus accrued interest into shares of common stock at 90% of the purchase price of the mandatory conversion event. As the Convertible Notes are recorded at fair value, a gain of $15.9 million on the change in the fair value prior to the conversion of convertible notes is reflected in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2024 (see Note 11).

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Prepaid Expenses, Other Current Assets and Other Noncurrent Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Payroll tax credit	$ 563	$ 755
Prepaid external research and development	2,901	1,834
Prepaid expenses	1,127	427
Other	229	83
Total prepaid expenses and other current assets	$ 4,820	$ 3,099

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

Cash, cash equivalents, restricted cash and restricted cash equivalents consisted of the following (in thousands):


	September 30,
	2024		2023
Cash and cash equivalents	$	89,078	$	36,256
Restricted cash and cash equivalents		647		5,647
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	89,725	$	41,903

Net Income (Loss) per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) per Share

18. Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the applicable period. In computing diluted net income (loss) per share, only potential shares of common stock that are dilutive are included. The Company considered each issue or series of issues of potential shares of common stock separately when determining whether potential shares of common stock are dilutive or antidilutive. The Company made such determination in sequence from the most dilutive to the least dilutive and concluded that its Convertible Notes are dilutive to net income per share for the nine months ended September 30, 2024. Pursuant to FASB ASC Topic 260, Earnings Per Share, the Company applied the if-converted method to determine the effect of its Convertible Notes on the diluted earnings per share calculations. Pursuant to such method, the Company adjusted the numerator for the gains or losses recognized during the period in net income from the Convertible Notes and the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the Convertible Notes were converted as of the beginning the period.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2024			2023			2024			2023
Numerator:
Net income (loss)-basic	$	(17,595	)	$	(14,031	)	$	(33,544	)	$	(26,676	)
Net income (loss)-diluted	$	(17,595	)	$	(14,031	)	$	(49,344	)	$	(26,676	)
Denominator:
Weighted-average common shares outstanding-basic		12,076,412			346,288			8,360,652			347,292
Dilutive securities		—			—			449,903			—
Weighted-average common shares outstanding-diluted		12,076,412			346,288			8,810,555			347,292

Net income (loss) per share-basic	$	(1.46	)	$	(40.52	)	$	(4.01	)	$	(76.81	)
Net income (loss) per share-diluted	$	(1.46	)	$	(40.52	)	$	(5.60	)	$	(76.81	)

For the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2023, the Company’s potentially dilutive securities, which include convertible preferred stock, convertible notes, stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Series A convertible preferred stock		—		2,286,873		—		2,286,873
Series A-1 convertible preferred stock		—		312,094		—		312,094
Series B convertible preferred stock		—		2,625,896		—		2,625,896
Options to purchase common stock		2,003,466		1,120,014		2,003,466		1,120,014
Warrants to purchase common stock		18,144		—		18,144		—

In addition, during the year ended December 31, 2022, Legacy Q32 issued the Convertible Notes with a principal balance of $30.0 million. As described in Note 11, the Convertible Notes contained conversion features whereby the Convertible Notes and any accrued interest may have converted into either a variable number of shares of common stock or into shares of Series B preferred stock based on a fixed exchange ratio. Any shares of Series B preferred stock issued to settle the Convertible Notes would then be convertible into shares of common stock. The Convertible Notes were excluded from the computation of diluted net loss per share attributable to common stockholders for the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2023, because including them would have had an anti-dilutive effect. Per the Merger further discussed in Note 1, the Convertible Notes converted into 1,433,410 shares of common stock at the effective date of the Merger.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

Accounting for the Merger - Summary of Recapitalization of Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 25, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 10, 2022
Merger and Acquisition [Line Items]
Cash and cash equivalents	$ 89,078		$ 25,617	$ 36,256
Short-term investments	0		0
Equity investment	2,600		0		$ 74,100
CVR liability		$ (200)
Net assets acquired	104,542		$ 47,057
Legacy Q32
Merger and Acquisition [Line Items]
Cash and cash equivalents	53,158
Short-term investments	19,905
Prepaid expenses	964
Equity investment	4,900
Accounts payable and accrued liabilities	(7,903)
CVR liability	(5,080)
Net assets acquired	$ 65,944

- Definition

Amount of asset recognized for present right to economic benefit.

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Reference 30: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Debt - Summary of Long-term Debt Balance (Detail) - Venture Debt Two Thousand Twenty And Two Thousand And Twenty Three Term A Loan [Member] - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Disclosure in tabular form of venture debt [Line Items]
Principal amount of term loans	$ 12,500	$ 5,500
Unamortized debt discount and issuance costs	104	(41)
Carrying amount	12,604	5,459
Less current portion	(1,533)	(878)
Long-term debt, net	$ 11,071	$ 4,581

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of (in thousands):


	September 30, 2024		December 31, 2023
Accrued external research and development	$	2,657	$	3,578
Accrued compensation and related expenses		3,469		3,003
Accrued professional services and other		1,723		2,328
Operating lease liability, current		1,027		538
Accrued taxes payable		36		316
Total accrued expenses and other current liabilities	$	8,912	$	9,763

Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 89,078	$ 25,617	$ 36,256
Restricted cash and cash equivalents	647		5,647
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$ 89,725	$ 31,264	$ 41,903	$ 49,540

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but prior to the date the financial statements are available to be issued for potential recognition or disclosure in the financial statements. The Company has completed an evaluation of all subsequent events after the balance sheet date of September 30, 2024 through the date the financial statements were issued to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements as of September 30, 2024 and events which occurred subsequently but were not recognized in the financial statements.

Accounting for the Merger

9 Months Ended

Sep. 30, 2024

Mergers and Aquisitions [Abstract]

Accounting for the Merger

3. Accounting for the Merger

As described in Note 1, Merger Sub merged with and into Legacy Q32, with Legacy Q32 surviving as a wholly-owned subsidiary of the Company on March 25, 2024. The Merger was accounted for as a reverse recapitalization in accordance with GAAP with Legacy Q32 as the accounting acquirer of Homology. Legacy Q32 was determined to be the accounting acquirer based on the terms of the Merger Agreement and other factors, including: (i) Legacy Q32’s shareholders own a majority of the voting rights in the combined company; (ii) Legacy Q32 designated a majority (seven of nine) of the initial members of the board of directors of the combined company; (iii) the Company’s executive management team became the management team of the combined company; (iv) the pre-combination assets of Homology were primarily cash and cash equivalents, short-term investments, and other non-operating assets; and (v) the combined company was named Q32 Bio Inc. and is headquartered in Legacy Q32’s office in Waltham, Massachusetts.

At the effective time of the Merger, substantially all of the assets of Homology consisted of cash and cash equivalents, short-term investments, as well as other non-operating assets. Under such reverse recapitalization accounting, the assets and liabilities of Homology were recorded at their fair value in the Company’s financial statements at the effective time of the Merger, which approximated book value due to the short-term nature, except for the equity method investment as described below. Homology’s development programs had ceased prior to the Merger and were deemed to be de minimis in value at the transaction date. No goodwill or intangible assets were recognized.

Consequently, the unaudited condensed consolidated financial statements of the Company reflect the operations of Legacy Q32 for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders Homology, the legal acquirer, and a recapitalization of the equity of Legacy Q32, the accounting acquirer.

As part of the recapitalization, the Company obtained the assets and liabilities listed below:


Cash and cash equivalents	$	53,158
Short-term investments		19,905
Prepaid expenses		964
Equity method investment		4,900
Accounts payable and accrued liabilities		(7,903	)
CVR liability		(5,080	)
Net assets acquired	$	65,944

In addition, the Company recognized $2.1 million in personnel cost related to severance payments and retention bonuses to Homology employees and this amount was recorded in general and administrative expense in the accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 2024. The Company also incurred transaction costs of $10.0 million and this amount is recorded in additional paid-in capital in the accompanying unaudited condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the nine months ended September 30, 2024.

With respect to the CVRs issued in connection with the Merger, each CVR represents the contractual right to receive payments from the Company upon the actual receipt by the Company or its subsidiaries of certain contingent proceeds derived from any cash consideration that is paid to the Company or its subsidiaries as a result of the sale, transfer, license, assignment or other divestiture, disposition or commercialization of any of the Company’s assets, rights and interests relating to the following pre-merger assets of Homology: HMI-103, HMI-204, capsids and human hematopoietic stem cell-derived adeno-associated virus vector (“AAVHSC”) platform, including any equity interests held directly or indirectly by the Company in OXB (US) LLC.

The Company believes that the achievement of the milestones outlined in the CVR agreement related to Homology’s HMI-103, HMI-204, capsids and AAVHSC platform are highly susceptible to factors outside the Company's influence that are not expected to be resolved for a long period of time, if at all. In particular, these amounts are primarily influenced by the actions and judgments of third parties and the licensors of such assets and are based on the licensors of such assets progressing the in-process research and development assets, and in the case of one of the draft agreements, to certain milestones. As of March 25, 2024, the date of the Merger, the Company recorded a CVR liability of $0.2 million on the balance sheet relating to such contingent payments.

For the portion of the CVR agreement that is related to Homology's equity interest in OXB (US) LLC, the Company recorded a CVR liability of $4.9 million representing its estimated fair value as of the date of the Merger. Pursuant to the Amended and Restated Limited Liability Company Agreement of OXB (US) LLC, at any time following the three-year anniversary of the closing of the transaction between OXB (US) LLC and the Company (formerly known as Homology Medicines, Inc.) on March 10, 2022, (i) OXB (US) LLC will have an option to cause the Company to sell and transfer to OXB (US) LLC, and (ii) the Company will have an option to cause OXB (US) LLC to purchase from the Company, in each case, all of the Company’s equity ownership interest in OXB (US) LLC based on a predetermined multiple of revenue for the immediately preceding 12-month period (together, the “Options”), subject to a maximum amount of $74.1 million. The Company utilized a monte carlo simulation model, also known as a probability simulation, to estimate the fair value of the CVR liability. For each simulated path of future revenue, a market approach using the predetermined revenue multiple was employed to determine the future value of the equity interest, which was then discounted to present value using OXB (US) LLC's estimated cost of debt.

Accounting for the Merger (Tables)

9 Months Ended

Sep. 30, 2024

Mergers and Aquisitions [Abstract]

Schedule of Recapitalization of Assets and Liabilities

As part of the recapitalization, the Company obtained the assets and liabilities listed below:


Cash and cash equivalents	$	53,158
Short-term investments		19,905
Prepaid expenses		964
Equity method investment		4,900
Accounts payable and accrued liabilities		(7,903	)
CVR liability		(5,080	)
Net assets acquired	$	65,944

Fair Value Measurements - Summary of Fair Value Measurement Significant Inputs (Detail)	Dec. 31, 2023
Probability of each scenario [Member] \| Scenario one [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	80
Probability of each scenario [Member] \| Scenario two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	15
Probability of each scenario [Member] \| Scenario three [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	5
Expected Term (years) [Member] \| Scenario one [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	0.25
Expected Term (years) [Member] \| Scenario two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	0.25
Expected Term (years) [Member] \| Scenario three [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	0.42
Required market rates of return [Member] \| Scenario one [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	15
Required market rates of return [Member] \| Scenario two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	15
Required market rates of return [Member] \| Scenario three [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	15

Commitments and Contingencies - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended		4 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($) ft²	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2019 USD ($) shares	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2021 USD ($) ft²	Jul. 01, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2019 USD ($)
Commitment And Contingencies [Line Items]
Lease expiration date							Dec. 31, 2031
Operating lease liability, current		$ 1,027			$ 1,027				$ 538
Research and development expenses		14,346	$ 7,463		37,598	$ 23,390
Executive insurance reserve		5,000			5,000
License Agreement With The University Of Colorado [Member]
Commitment And Contingencies [Line Items]
Development and sales milestone payment payable		2,200			$ 2,200
Percentage of sublicense fees					15.00%
Period of obligation to pay royalties					20 years
Research and development expenses		0	$ 0		$ 0	$ 0
License Agreement With Bristol Mayers Equib Company [Member]
Commitment And Contingencies [Line Items]
Percentage of sublicense fees				60.00%
Period of obligation to pay royalties				12 years
Upfront payment made				$ 8,000
Commercial milestone payment payable				$ 215,000
Royalty as a percentage of sales				10.00%
Development Milestone Payment Payable								$ 4,000
License Agreement With Bristol Mayers Equib Company [Member] \| Maximum [Member] \| Tranche Three [Member]
Commitment And Contingencies [Line Items]
Development and sales milestone payment payable										$ 49,000
License Agreement With Bristol Mayers Equib Company [Member] \| Minimum [Member] \| Tranche Three [Member]
Commitment And Contingencies [Line Items]
Development and sales milestone payment payable										$ 32,000
License Agreement With Bristol Mayers Equib Company [Member] \| Series A Redeemable Preferred Stock [Member]
Commitment And Contingencies [Line Items]
Stock issued during period shares purchase of assets \| shares				6,628,788
Waltham Massauchets [Member]
Commitment And Contingencies [Line Items]
Office space leased \| ft²	15,000						15,000
Lessee, operating lease, lease not yet commenced, renewal term	5 years						5 years
Sublease aggregate base rent obligation	$ 1,000						$ 1,000
Percentage increase in initial annual base rent per square foot.	3.00%
Annual Rent Operating lease Aggregate After Increase	$ 11,100
Security deposit		$ 600			$ 600
Operating lease weighted average remaining lease term		7 years 3 months			7 years 3 months
Operating lease weighted average discount rate		7.50%			7.50%
Future minimum lease payment due under this sublease		$ 1,000			$ 1,000
Operating lease liability, current		300			300
Waltham Massauchets [Member] \| Restricted Cash And Cash Equivalents Non Current [Member]
Commitment And Contingencies [Line Items]
Lessee tenant improvement allowance		$ 400			$ 400

Common Stock

9 Months Ended

Sep. 30, 2024

Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]

Common Stock

13. Common Stock

As of September 30, 2024, the Company’s Certificate of Incorporation, as amended, authorized the Company to issue 400,000,000 shares of common stock, $0.0001 par value per share.

The Company has reserved the following shares of common stock for future issuance:


	As of September 30, 2024		As of December 31, 2023
Shares reserved upon the conversion of authorized Series A preferred stock		—		2,286,873
Shares reserved upon the conversion of authorized Series A-1 preferred stock		—		312,094
Shares reserved upon the conversion of authorized Series B preferred stock		—		2,625,896
Shares reserved for future issuance under the 2017 Stock Incentive Plan		—		56,065
Shares reserved for future issuance under the 2024 Stock Incentive Plan		1,753,863		—
Shares reserved for future issuance under the 2024 Employee Stock Purchase Plan		120,836		—
Shares reserved upon the conversion of the convertible notes		—		1,433,411
Shares reserved for stock option exercises		2,003,466		1,112,275
Shares reserved for warrants		18,144		18,144
		3,896,309		7,844,758

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock shares issued	12,138,869	359,569
Common stock shares outstanding	12,138,869	359,569
Series A convertible preferred stock [Member]
Preferred stock par value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	0	2,286,873
Preferred stock shares issued	0	2,286,873
Preferred stock shares outsstanding	0	2,286,873
Preferred stock liquidation preference		$ 47,629
Series A-1 convertible preferred stock [Member]
Preferred stock par value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	0	312,094
Preferred stock shares issued	0	312,094
Preferred stock shares outsstanding	0	312,094
Preferred stock liquidation preference		$ 5,753
Series B convertible preferred stock [Member]
Preferred stock par value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	0	2,625,896
Preferred stock shares issued	0	2,625,896
Preferred stock shares outsstanding	0	2,625,896
Preferred stock liquidation preference		$ 60,000

Property and Equipment, Net - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property Plant and Equipment [Line Items]
Total property and equipment	$ 2,821	$ 2,748
Less accumulated depreciation	(1,333)	(966)
Property and equipment, net	1,488	1,782
Lab equipment [Member]
Property Plant and Equipment [Line Items]
Total property and equipment	1,382	1,382
Furniture and fixtures [Member]
Property Plant and Equipment [Line Items]
Total property and equipment	351	341
Computer equipment [Member]
Property Plant and Equipment [Line Items]
Total property and equipment	89	85
Leasehold improvements [Member]
Property Plant and Equipment [Line Items]
Total property and equipment	$ 999	$ 940

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Collaboration arrangement revenue	$ 0	$ 1,859	$ 0	$ 8,011
Operating expenses:
Research and development	14,346	7,463	37,598	23,390
General and administrative	4,468	2,194	13,978	7,067
Total operating expenses	18,814	9,657	51,576	30,457
Loss from operations	(18,814)	(7,798)	(51,576)	(22,446)
Change in fair value of convertible notes	0	(6,252)	15,890	(4,992)
Other income (expense), net	1,219	84	3,767	827
Total other income (expense), net	1,219	(6,168)	19,657	(4,165)
Loss before provision for income taxes	(17,595)	(13,966)	(31,919)	(26,611)
Provision for income taxes	0	(65)	0	(65)
Loss on impairment of equity investment	0	0	(1,625)	0
Net loss	$ (17,595)	$ (14,031)	$ (33,544)	$ (26,676)
Net loss per share - basic	$ (1.46)	$ (40.52)	$ (4.01)	$ (76.81)
Net loss per share - diluted	$ (1.46)	$ (40.52)	$ (5.6)	$ (76.81)
Weighted-average common shares - basic	12,076,412	346,288	8,360,652	347,292
Weighted-average common shares - diluted	12,076,412	346,288	8,810,555	347,292

Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 89,078	$ 25,617	$ 36,256
Short-Term Investments, Total	0	0
Restricted cash equivalents	647	5,647
CVR Liability	2,680	0
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	87,111	24,100
Restricted cash equivalents		5,000
CVR Liability	2,680
Assets, Fair Value Disclosure, Total	87,111	29,100
Convertible notes		38,595
Total	2,680	38,595
Fair Value, Measurements, Recurring [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	87,111	24,100
Restricted cash equivalents		5,000
Fair Value, Measurements, Recurring [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	87,111	24,100
Restricted cash equivalents		5,000
Assets, Fair Value Disclosure, Total	87,111	29,100
Fair Value, Measurements, Recurring [Member] \| Quoted Prices in Active Markets (Level 1) [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	87,111	24,100
Restricted cash equivalents		5,000
Fair Value, Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Total	0
Fair Value, Measurements, Recurring [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
CVR Liability	2,680
Convertible notes		38,595
Total	$ 2,680	$ 38,595

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 are summarized as follows (in thousands):


Description	Balance as of September 30, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash equivalents:
Money market funds	$	87,111	$	87,111	$	—	$	—
Total cash equivalents	$	87,111	$	87,111	$	—	$	—
Total financial assets	$	87,111	$	87,111	$	—	$	—
Liabilities
CVR liability	$	2,680	$	—	$	—	$	2,680
Total financial liabilities	$	2,680	$	—	$	—	$	2,680

Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 are summarized as follows (in thousands):


Description	Balance as of December 31, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash equivalents:
Money market funds	$	24,100	$	24,100	$	—	$	—
Total cash equivalents	$	24,100	$	24,100	$	—	$	—
Restricted cash equivalents:
Money market funds	$	5,000	$	5,000	$	—	$	—
Total restricted cash equivalents	$	5,000	$	5,000	$	—	$	—
Total financial assets	$	29,100	$	29,100	$	—	$	—
Liabilities
Convertible notes	$	38,595	$	—	$	—	$	38,595
Total financial liabilities	$	38,595	$	—	$	—	$	38,595

Summary of Fair Value Measurement Significant Inputs

The fair value is based on significant inputs not observable in the market, namely potential financing scenarios, the likelihood of such scenarios, the expected time for each scenario to occur, and the required market rates of return utilized in modeling these scenarios.


Year Ended December 31, 2023	Scenario 1	Scenario 2	Scenario 3
Probability of each scenario	80%	15%	5%
Expected Term (years)	0.25	0.25	0.42
Required market rates of return	15.0%	15.0%	15.0%

Common Stock - Schedule of Shares of Common Stock for Future Issuance (Detail) - shares	Sep. 30, 2024	Dec. 31, 2023
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	3,896,309	7,844,758
Shares reserved for warrants [Member]
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	18,144	18,144
Shares reserved for stock option exercises [Member]
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	2,003,466	1,112,275
Shares reserved upon the conversion of the convertible notes [Member]
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	0	1,433,411
Shares reserved for future issuance under the 2017 Stock Incentive Plan [Member]
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	0	56,065
Shares reserved for future issuance under the 2024 Stock Incentive Plan
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	1,753,863	0
Shares reserved for future issuance under the 2024 Employee Stock Purchase Plan
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	120,836	0
Shares reserved upon the conversion of authorized Series A preferred stock [Member]
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	0	2,286,873
Shares reserved upon the conversion of authorized Series A-1 preferred stock [Member]
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	0	312,094
Shares reserved upon the conversion of authorized Series B preferred stock [Member]
Disclosure in Tabular form of Common Stock Shares Reserved for Future Issuance [Line Items]
Common stock capital shares reserved for future issuance	0	2,625,896

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Long-term Debt Balance

The components of the long-term debt balance are as follows (in thousands):


	September 30, 2024			December 31, 2023
Principal amount of term loans	$	12,500		$	5,500
Unamortized debt discount and issuance costs		104			(41	)
Carrying amount		12,604			5,459
Less current portion		(1,533	)		(878	)
Long-term debt, net	$	11,071		$	4,581

Related Party Transactions - Additional Information (Detail) - Consulting and Advisory Agreements - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Related party transaction expense	$ 0	$ 0	$ 0	$ 0
Related Party
Related Party Transaction [Line Items]
Due to related parties	$ 0		$ 0		$ 0

- Definition

Amount of liabilities classified as other.

+ References + Details

Net Income (Loss) per Share - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Principal balance of convertible notes					$ 30.0
Debt instrument converted into equity number of shares issued	1,433,410	1,433,410	1,433,410	1,433,410

Investment in Equity Securities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	May 22, 2024
Schedule of Equity Method Investments [Line Items]
Loss on impairment of equity investment	$ 0	$ 0	$ (1,625)	$ 0
Impairment charge			$ 700
Homology
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership, percentage	20.00%		20.00%
Oxb Solutions
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership, percentage					10.00%
Equity method investments	$ 2,600		$ 2,600

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Q32 Bio Inc.
Entity Central Index Key	0001661998
Entity File Number	001-38433
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3468154
Entity Address, Address Line One	830 Winter Street
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
City Area Code	781
Local Phone Number	999-0232
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	QTTB
Security Exchange Name	NASDAQ
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,180,701

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

11. Debt

Venture Debt

On December 11, 2020, the Company entered into a Loan and Security Agreement with Silicon Valley Bank, a California corporation (“Loan Agreement”) for a lending facility of up to $25 million. The Company received $5.0 million upon execution of the Agreement (“2020 Term A Loan Advance”) and had the ability to draw up to $20.0 million in three separate term loan advances if certain performance milestones are met. The term loan bears interest at an annual rate equal to the greater of the prime rate or 3.25%. The Loan Agreement provides for interest-only payments until April 30, 2022, and repayment of the aggregate outstanding principal balance of the term loan in monthly installments starting on July 1, 2022 through December 1, 2023. The commencement of principal payments and the maturity date will be deferred by one year upon the occurrence of a contingent event. In addition, the Company paid a fee of $0.1 million upon closing and is required to pay a fee of 2.0% of the aggregate amount of advances under the Loan Agreement at maturity. At its option, the Company may elect to prepay all or a portion of the outstanding advances by paying the principal balance, and all accrued and unpaid interest, and a prepayment premium. In connection with the Loan Agreement, the Company granted the lender a security interest in all of its personal property now owned or hereafter acquired, excluding intellectual property (but including the rights to payment and proceeds from the sale, licensing or disposition of intellectual property), and a negative pledge on intellectual property. The Loan Agreement also contains certain events of default, representations, warranties and non-financial covenants of the Company. If the Company fails to make payments when due or breaches any operational covenant or has any event of default, this could have a material adverse effect on its business and financial condition. The Company was in compliance with all covenants at September 30, 2024.

On June 30, 2022, a second amendment to the Loan Agreement was entered into with the lender that extended the interest-only payment until December 31, 2022 followed by 24 equal monthly payments of principal plus interest, with a loan maturity date of December 31, 2024. The amendment increases the final payment from 2.0% to 4.0% of the advanced payment and modifies the prepayment premium.

On August 10, 2022, a third amendment to the Loan Agreement was entered into with the lender. Per the terms of the amendment and in conjunction with the Collaboration Agreement (as defined below), the Company transferred $5.0 million into a restricted cash collateral money market account which is included as Restricted cash and restricted cash equivalents on the balance sheet. This restricted cash equivalent covers the amount of the debt outstanding as of the third amendment effective date.

On December 21, 2022, a fourth amendment to the Loan Agreement was entered into with the lender that extended the interest-only payment until July 1, 2023 followed by 18 equal monthly payments of principal plus interest, with a loan maturity date of December 1, 2024.

On April 26, 2023, a fifth amendment to the Loan Agreement was entered into with the lender. The amendment provides that the Company must maintain at least 50% of its consolidated cash with the lender. In addition, the Company shall at all times have on deposit in operating and depository accounts maintained with the lender, unrestricted and unencumbered cash in an amount equal to the lesser of (i) 100% of the dollar value of the Company’s consolidated cash and (ii) 110% of the then-outstanding obligations of the Company to the bank. So long as the Company is in compliance with those terms, the Company shall be permitted to maintain accounts with other banks or financial institutions.

On July 12, 2023, a sixth amendment to the Loan Agreement was entered into with the lender. The amendment provides for one term loan advance (the “2023 Term A Loan Advance”) in an original principal amount of $5.5 million and required the Company to repay the outstanding 2020 Term A Loan Advance of $5.0 million, including the final payment of $0.2 million. Upon the occurrence of a contingent event, the lender shall make up to three additional term loan advances at the Company’s request in original principal amounts of $7.0 million, $7.5 million and $5.0 million. The amounts must be drawn by the Company before March 31, 2024, March 31, 2025 and July 1, 2025, respectively. The interest-only period was extended through June 30, 2024 followed by 36 equal monthly payments of principal plus interest. The term loan bears interest at an annual rate equal to the greater of the prime rate minus 0.25% or 8.00%.

On November 2, 2023, a seventh amendment to the Loan Agreement was entered into with the lender. The additional loan advance of $7.0 million, the first advance stated in the sixth amendment to the Loan Agreement, could be drawn down once the company received net cash proceeds of at least $75.0 million from (a) the issuance and sale of its equity securities to investors satisfactory to the lender and/or (b) a business development transaction satisfactory to the lender; provided that, at least, $37.5 million of such net cash proceeds must be received from the issuance and sale of equity securities to investors satisfactory to the lender. The seventh amendment extended the time the Company has to receive the net proceeds to March 31, 2024.

On March 21, 2024, an eighth amendment to the Loan Agreement was entered into with the lender. The eighth amendment extends the time the Company has to receive the net proceeds to May 31, 2024 and also extends the time to Company can draw down on the first advanced payment of $7.0 million from March 31, 2024 to May 31, 2024. The date changes were adjusted to align the milestone in the Loan Agreement with closing of the Merger. On March 26, 2024, the Company received the first advance payment of $7.0 million per the terms of the Loan Agreement.

On July 19, 2024, a ninth amendment to the Loan Agreement was entered into with the lender that extends the interest-only period through July 1, 2025 followed by 24 equal monthly payments of principal plus interest. The loan matures on July 1, 2027.

In conjunction with the Loan Agreement, the Company issued warrants to purchase 7,988 shares of common stock to the lender at a per share price of $6.87 with a maximum contractual term of 10 years. The warrants had a total relative fair value of $39 thousand upon issuance and were recorded as a debt discount.

In conjunction with the sixth amendment, the Company issued warrants to purchase 10,156 shares of common stock to the lender at a per share price of $7.50 with a maximum contractual term of 10 years. The warrants were issued in two separate tranches of 5,078 based upon certain milestone events. The warrants had a de minimis total relative fair value at the time of issuance.

Pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity and FASB ASC Topic 815, Derivatives and Hedging, the warrants were classified as equity and were initially measured at fair value. Subsequent changes to fair value will not be recognized so long as the instrument continues to be equity classified.

Interest expense was $0.3 million and $0.7 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively. The effective rate on the Loan Agreement, including the amortization of the debt discount and issuance costs was 9.54% and 10.42%, respectively, at each of September 30, 2024 and December 31, 2023. The components of the long-term debt balance are as follows (in thousands):


	September 30, 2024			December 31, 2023
Principal amount of term loans	$	12,500		$	5,500
Unamortized debt discount and issuance costs		104			(41	)
Carrying amount		12,604			5,459
Less current portion		(1,533	)		(878	)
Long-term debt, net	$	11,071		$	4,581

Convertible Notes

On May 20, 2022, the Company entered into an agreement with the existing investors of the Company to issue, and for the existing investors to purchase, the Convertible Notes for up to an aggregate of $30.0 million. The Convertible Notes bear interest at 5.0% per annum. The Convertible Notes become due on demand of the Convertible Noteholders one year from the date of issuance. On April 27, 2023, the Company amended the maturity dates for the Convertible Notes. On May 20, August 5 and December 23, 2022, the Company received $8.3 million, $5.0 million, and $16.7 million, respectively, in exchange for issuance of the Convertible Notes. Interest expense was $0.3 million for the nine months ended September 30, 2024, and $0.4 million and $0.7 million for the three and nine months ended September 30, 2023, respectively. There was no interest expense recorded for the three months ended September 30, 2024, as the Convertible Notes converted into share of common stock in March 2024 per the Merger (see discussion below and in Note 1).

The Convertible Notes contain mandatory conversion features whereby the total outstanding amount of principal and accrued and unpaid interest of the Convertible Notes shall automatically convert into shares of common stock upon certain qualified financings. The total outstanding amount of principal and accrued and unpaid interest of the Convertible Notes convert into shares of common stock at 90% of the purchase price of the mandatory conversion events. If the mandatory conversion events do not occur the holders of the Convertible Notes may request the Convertible Notes plus accrued interest be converted into Series B preferred stock at the Series B convertible price of $1.0971.

The Company elected to account for the Convertible Notes at fair value where changes in fair value of the notes are measured through the condensed consolidated statements of operations until settlement. Subsequent to December 31, 2023 and per the Merger further discussed in Note 1, the Convertibles Notes converted into 1,433,410 shares of common stock. The Company recorded a gain on the change in fair value prior to the conversion of the Convertible Notes of $15.9 million in other income (expense), net during the nine months ended September 30, 2024.

As the Convertible Notes were settled with equity securities subsequent to December 31, 2023 but prior to the issuance of the financial statements, per FASB ASC Topic 470, Debt, the Company recorded the Convertible Notes at the fair value totaling $38.6 million as a long-term liability on its consolidated balance sheet as of December 31, 2023. The Company recorded in other income (expense), net, $6.3 million and $5.0 million related to the change in estimated fair value during the three and nine months ended September 30, 2023, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Line Items]
Provision for tax expense (benefit)	$ 0	$ (65)	$ 0	$ (65)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Paragraph 8
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 10
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

7. Property and Equipment, Net

Property and equipment, net consisted of the following as of (in thousands):


	September 30, 2024			December 31, 2023
Lab equipment	$	1,382		$	1,382
Furniture and fixtures		351			341
Computer equipment		89			85
Leasehold improvements		999			940
Total property and equipment		2,821			2,748
Less accumulated depreciation		(1,333	)		(966	)
Property and equipment, net	$	1,488		$	1,782

Depreciation expense for the three and nine months ended September 30, 2024 was approximately $0.1 million and $0.4 million, respectively, compared to $0.1 million and $0.4 million, respectively for the three and nine months ended September 30, 2023. No impairment losses occurred in the three and nine months ended September 30, 2024 and 2023. The Company had no losses on disposal of fixed assets for the three and nine months ended September 30, 2024 and 2023.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

14. Stock-Based Compensation

2017 Stock Option and Grant Plan

Legacy Q32 adopted the 2017 Stock Option and Grant Plan and subsequent amendments (the “2017 Plan”) with 1,246,290 shares of common stock reserved for issuance to employees, directors, and consultants. The 2017 Plan allowed for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards and other stock awards. As of September 30, 2024, there were no additional shares available for future grant under the 2017 Plan.

2024 Stock Option and Incentive Plan

On March 15, 2024, Homology’s board of directors adopted and subsequently, Homology’s stockholders approved the Q32 Inc. 2024 Stock Option and Incentive Plan (the “2024 Plan”), which became effective upon the closing of the Merger. The 2024 Plan replaced the 2017 Plan, as well as the Homology 2015 Stock Incentive Plan (the “Homology 2015 Plan”), and the Homology 2018 Plan (together with the Homology 2015 Plan, the “Homology Incentive Plans.”) Upon effectiveness of the 2024 Plan, the Company ceased granting new awards under the 2017 Plan and the Homology Incentive Plans.

The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock or cash-based awards to officers, employees, directors and consultants of the Company. The number of shares of common stock initially available for issuance under the 2024 Plan was 2,839,888 shares of common stock. The 2024 Plan provides that the number of shares reserved and available for issuance under the 2024 Plan will automatically increase each January 1, beginning on January 1, 2025, by 5% of the outstanding number of shares on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. As of September 30, 2024, there were 1,753,863 shares available for future grant under the 2024 Plan.

2024 Employee Stock Purchase Plan

On March 15, 2024, Homology’s board of directors adopted and subsequently, Homology’s stockholders approved the Q32 Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”). The 2024 ESPP allows employees to buy Company stock through after-tax payroll deductions at a discount from market value. The 2024 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The number of shares of common stock initially available for issuance under the 2024 ESPP was 120,836 shares of common stock. The 2024 ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by the lesser of 241,677 shares, a number of shares equal 1% of the outstanding number of shares on the immediately preceding December 31, or such lesser amount as determined by the plan administrator.

Under the 2024 ESPP, employees may purchase common stock through after-tax payroll deductions at a price equal to 85% of the lower of the fair market value on the first trading day of an offering period or the last trading day of an offering period. The 2024 ESPP generally provides for offering periods of six months in duration that end on the final trading day of each February and August. In accordance with the Internal Revenue Code, no employee will be permitted to accrue the right to purchase stock under the 2024 ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of the Company’s common stock as of the first day of the offering period).

There were no shares issued under the 2024 ESPP during the nine months ended September 30, 2024.

Stock Options

Stock options granted by the Company typically vest over a four-year period and have a ten-year contractual term. The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2024:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		1,112,275		$	7.50		6.87	$	10,712
Assumed in reverse recapitalization		32,685		$	7.56
Granted		1,065,973		$	17.16
Exercised		(196,740	)	$	6.99
Cancelled		(10,727	)	$	17.00
Outstanding at September 30, 2024		2,003,466		$	12.71		8.47	$	62,828
Vested and expected to vest at September 30, 2024		2,003,466		$	12.71		8.47	$	62,828
Exercisable at September 30, 2024		622,057		$	7.31		6.80	$	21,940

The per share weighted-average grant date fair value per share of options granted in the nine months ended September 30, 2024 was $13.25. The total fair value of options vested during the nine months ended September 30, 2024 was $1.3 million. As of September 30, 2024, total unrecognized compensation costs to the unvested stock options were approximately $13.8 million, which is expected to be recognized over a weighted-average period of 2.9 years.

Stock-Based Compensation Expense

For the purpose of calculating stock-based compensation, the Company estimates the fair value of stock options using the Black-Scholes option-pricing model. This model incorporates various assumptions, including the expected volatility, expected term, and interest rates.

The underlying assumptions used to value stock options granted using the Black-Scholes option-pricing model during the three and nine months ended September 30, 2024 and 2023 were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Risk-free interest rate range	3.48% – 3.53%	4.14%	3.48% – 4.34%	3.59% – 4.14%
Expected dividend rate	— %	— %	— %	— %
Expected term (years) range	5.17 – 6.11	6.11	5.17 – 6.11	5.45 – 6.12
Expected stock price volatility range	92.8% – 92.9%	89.9%	92.0% – 94.1%	88.9% – 89.9%

Risk-Free Interest Rate – The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options.

Expected Dividend – The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends.

Expected Term – The expected term of stock options represents the weighted average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term, which calculates the expected term as the average time-to-vesting and the contractual life of the options for stock options issued to employees. The expected term for options granted to non-employees is based on the contractual life of the options.

Expected Volatility – Due to the Company’s limited operating history and lack of sufficient company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price.

Fair Value of Common Stock – Prior to the Merger, as there had been no public market for the Company’s common stock, the estimated fair value of its common stock was determined by the Company using estimates and assumptions on the respective grant dates of the awards. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities and the superior likelihood of achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date.

The Company recorded stock-based compensation expense in the following expense categories of its statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	331	$	118	$	874	$	360
General and administrative		1,051		183		2,261		547
Total stock-based compensation expense	$	1,382	$	301	$	3,135	$	907

Commitments and Contingencies Summary of Amounts Reported in the Balance Sheet in Respect of Operating Lease Assets and Corresponding Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets:
Operating lease right-of-use assets	$ 5,869	$ 6,301
Current:
Operating lease liability, current	1,027	538
Noncurrent:
Operating lease liabilities, net of current portion	5,793	6,248
Total operating lease liabilities	$ 6,820	$ 6,786

Stock-Based Compensation - Summary of Assumptions Used to Value Stock Options Granted (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate range		4.14%
Risk-free interest rate range, Minimum	3.48%		3.48%	3.59%
Risk-free interest rate range, Maximum	3.53%		4.34%	4.14%
Expected dividend rate	0.00%	0.00%	0.00%	0.00%
Expected term (years) range		6 years 1 month 9 days
Expected stock price volatility range		89.90%
Expected stock price volatility range, minimum	92.80%		92.00%	88.90%
Expected stock price volatility range, maximum	92.90%		94.10%	89.90%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years) range	6 years 1 month 9 days		6 years 1 month 9 days	6 years 1 month 13 days
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years) range	5 years 2 months 1 day		5 years 2 months 1 day	5 years 5 months 12 days

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (33,544)	$ (26,676)
Adjustments to reconcile net income loss to net cash used in operating activities:
Amortization of debt discount and issuance costs	145	57
Amortization of premium on short-term investments	(221)	0
Depreciation expense	367	375
Stock-based compensation expense	3,135	907
Non-cash lease expense	432	405
Loss from equity method investment	1,625	0
Loss on impairment of equity investment	675	0
Change in fair value of CVR liability	(2,400)	0
Change in fair value of convertible notes	(15,890)	4,992
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(632)	162
Other noncurrent assets	461	(569)
Accounts payable	(2,774)	394
Operating lease liability	(970)	(350)
Accrued expenses and other current liabilities	(6,696)	(2,148)
Deferred revenue	0	14,489
Net cash used in operating activities	(56,287)	(7,962)
Cash flows from investing activities:
Purchases of property and equipment	(73)	(5)
Maturities of short-term investments	20,000	0
Net cash provided by (used in) investing activities	19,927	(5)
Cash flows from financing activities:
Proceeds from borrowings under loan and security agreement, net	7,000	5,500
Payments on borrowings under loan and security agreement	0	(5,200)
Proceeds from issuance of common stock in pre-closing financing, net	42,000	0
Cash acquired in connection with reverse recapitalization	53,158	0
Payment of reverse recapitalization transaction costs	(8,714)	0
Proceeds from exercise of common stock options	1,377	30
Net cash provided by financing activities	94,821	330
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	58,461	(7,637)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	31,264	49,540
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	89,725	41,903
Supplemental disclosure of non-cash operating, investing and financing activities:
Interest payments on venture debt	602	307
Short Term Investments Acquired In reverse recapitalization	19,905	0
Issuance of CVR at fair value	$ 180	$ 0

Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands				9 Months Ended	12 Months Ended
	Dec. 23, 2022	Aug. 05, 2022	May 20, 2022	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from Convertible Debt	$ 16,700	$ 5,000	$ 8,300			$ 30,000
Convertible debt, fair value disclosures					$ 38,600
Interest expense					1,500
Fair value Of Interest Expenses					4,700
CVR liability				$ 2,680	$ 0
Other income (expense), net				$ 2,400
Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of Purchase Price of Convertible notes to Common stock				90.00%
Gain on conversion of convertible notes				$ 15,900

Commitments and Contingencies - Schedule of Operating Lease Cost and Variable Lease Costs and Sub Lease Income (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Fixed lease costs	$ 772	$ 749
Variable lease costs	33	55
Total lease costs	$ 805	$ 804

Accounting for the Merger - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Mar. 25, 2024	Dec. 31, 2023	Mar. 10, 2022
Merger and Acquisition [Line Items]
Contingent payment liability		$ 200
Equity investment	$ 2,600		$ 0	$ 74,100
Transaction Costs	10,000
Fair Value [Member]
Merger and Acquisition [Line Items]
Contingent payment liability	4,900
General and Administrative [Member]
Merger and Acquisition [Line Items]
Payment Related to Severance Cost	$ 2,100

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Amounts Reported In The Balance Sheet In Respect Of Operating Lease Assets And Corresponding Liabilities

Amounts reported in the unaudited condensed consolidated balance sheet for leases where the Company is the lessee as of September 30, 2024 and December 31, 2023 were as follows (in thousands):


	September 30, 2024		December 31, 2023
Assets:
Operating lease right-of-use assets	$	5,869	$	6,301
Total operating lease right-of-use assets	$	5,869	$	6,301
Liabilities:
Current:
Operating lease liabilities	$	1,027	$	538
Noncurrent:
Operating lease liabilities, net of current portion		5,793		6,248
Total operating lease liabilities	$	6,820	$	6,786

Schedule of Operating Lease Cost and Variable Lease Costs and Sub Lease Income

The following table summarizes operating lease costs for the nine months ended September 30, 2024 and 2023 (in thousands):


	September 30,
	2024		2023
Fixed lease costs	$	772	$	749
Variable lease costs		33		55
Total lease costs	$	805	$	804

Schedule of Maturities of Operating Lease Liabilities

Future minimum lease payments under non-cancelable lease agreement as of September 30, 2024 and a reconciliation to the carrying amount of the lease liabilities presented in the consolidated balance sheet are as follows (in thousands):


	Minimum Rental Payments
2024 (fourth quarter)	$	691
2025		1,060
2026		1,092
2027		1,124
2028		1,158
Thereafter		3,687
Total minimum lease payments		8,812
Less imputed interest		(1,992	)
Total lease liability	$	6,820
Lease liability, current portion		1,027
Lease liability, net of current portion		5,793
Total	$	6,820

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

Property and equipment, net consisted of the following as of (in thousands):


	September 30, 2024			December 31, 2023
Lab equipment	$	1,382		$	1,382
Furniture and fixtures		351			341
Computer equipment		89			85
Leasehold improvements		999			940
Total property and equipment		2,821			2,748
Less accumulated depreciation		(1,333	)		(966	)
Property and equipment, net	$	1,488		$	1,782

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 89,078	$ 25,617
Prepaid expenses and other current assets	4,820	3,099
Total current assets	93,898	28,716
Equity investment	2,600	0
Property and equipment, net	1,488	1,782
Right-of-use asset, operating leases	5,869	6,301
Restricted cash and restricted cash equivalents	647	5,647
Other noncurrent assets	40	4,611
Total assets	104,542	47,057
Current liabilities:
Accounts payable	1,258	3,468
Accrued expenses and other current liabilities	8,912	9,763
CVR liability	2,680	0
Venture debt, current portion	1,533	878
Total current liabilities	14,383	14,109
Lease liability, net of current portion	5,793	6,248
Venture debt, net of current portion	11,071	4,581
Convertible notes	0	38,595
Other noncurrent liabilities	55,000	55,000
Total liabilities	86,247	118,533
Commitments and contingencies (Note 10)
Total convertible preferred stock	0	111,445
Stockholders' deficit:
Common stock, $0.0001 par value; 400,000,000 shares authorized, 12,138,869 and 359,569 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	2	1
Additional paid-in capital	238,919	4,159
Accumulated other comprehensive loss	(1)	0
Accumulated deficit	(220,625)	(187,081)
Total stockholders' equity (deficit)	18,295	(182,921)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	104,542	47,057
Series A convertible preferred stock [Member]
Current liabilities:
Total convertible preferred stock	0	47,458
Series A-1 convertible preferred stock [Member]
Current liabilities:
Total convertible preferred stock	0	4,132
Series B convertible preferred stock [Member]
Current liabilities:
Total convertible preferred stock	$ 0	$ 59,855

Summary of Significant Accounting Policies - Additional Information (Detail)	Sep. 30, 2024 USD ($)
Accounting Policies [Line Items]
Cash FDIC insured amount	$ 250,000

Common Stock (Tables)

9 Months Ended

Sep. 30, 2024

Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]

Schedule of Shares of Common Stock for Future Issuance

The Company has reserved the following shares of common stock for future issuance:


	As of September 30, 2024		As of December 31, 2023
Shares reserved upon the conversion of authorized Series A preferred stock		—		2,286,873
Shares reserved upon the conversion of authorized Series A-1 preferred stock		—		312,094
Shares reserved upon the conversion of authorized Series B preferred stock		—		2,625,896
Shares reserved for future issuance under the 2017 Stock Incentive Plan		—		56,065
Shares reserved for future issuance under the 2024 Stock Incentive Plan		1,753,863		—
Shares reserved for future issuance under the 2024 Employee Stock Purchase Plan		120,836		—
Shares reserved upon the conversion of the convertible notes		—		1,433,411
Shares reserved for stock option exercises		2,003,466		1,112,275
Shares reserved for warrants		18,144		18,144
		3,896,309		7,844,758

Stock-Based Compensation - Summary of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,382	$ 301	$ 3,135	$ 907
Research and Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	331	118	874	360
General and Administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,051	$ 183	$ 2,261	$ 547

Short-Term Investments - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Investments Disclosure Abstract
Short-term investments	$ 0	$ 0

Short-Term Investments

9 Months Ended

Sep. 30, 2024

Investments Disclosure Abstract

Short-Term Investments

4. Short-Term Investments

The Company may invest its excess cash in fixed income instruments denominated and payable in U.S. dollars, including U.S. treasury securities, commercial paper, corporate debt securities and asset-backed securities in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital.

The Company did not have any short-term investments as of September 30, 2024 and December 31, 2023.

Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation expense			$ 367	$ 375
Impairment, long-lived asset, held-for-use	$ 0	$ 0	0	0
Loss on disposal of property and equipment	0	0	0	0
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 100	$ 100	$ 400	$ 400

Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
2024 (fourth quarter)	$ 691
2025	1,060
2026	1,092
2027	1,124
2028	1,158
Thereafter	3,687
Total minimum lease payments	8,812
Less imputed interest	(1,992)
Total lease liability	6,820	$ 6,786
Lease liability, current portion	1,027	538
Lease liability, net of current portion	5,793	6,248
Total	$ 6,820	$ 6,786

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

The Company did not record a tax provision or benefit for the three and nine months ended September 30, 2024 and 2023.

The Company has evaluated the positive and negative evidence involving its ability to realize its deferred tax assets and has considered its history of cumulative net losses incurred since inception and its lack of any commercially ready products. The Company has concluded that it is more likely than not that it will not realize the benefits of its deferred tax assets. The Company reevaluates the positive and negative evidence at each reporting period.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SAB Topic 6.I.5.Q1)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2024:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		1,112,275		$	7.50		6.87	$	10,712
Assumed in reverse recapitalization		32,685		$	7.56
Granted		1,065,973		$	17.16
Exercised		(196,740	)	$	6.99
Cancelled		(10,727	)	$	17.00
Outstanding at September 30, 2024		2,003,466		$	12.71		8.47	$	62,828
Vested and expected to vest at September 30, 2024		2,003,466		$	12.71		8.47	$	62,828
Exercisable at September 30, 2024		622,057		$	7.31		6.80	$	21,940

Summary of Assumptions Used to Value Stock Options Granted

The underlying assumptions used to value stock options granted using the Black-Scholes option-pricing model during the three and nine months ended September 30, 2024 and 2023 were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Risk-free interest rate range	3.48% – 3.53%	4.14%	3.48% – 4.34%	3.59% – 4.14%
Expected dividend rate	— %	— %	— %	— %
Expected term (years) range	5.17 – 6.11	6.11	5.17 – 6.11	5.45 – 6.12
Expected stock price volatility range	92.8% – 92.9%	89.9%	92.0% – 94.1%	88.9% – 89.9%

Summary of Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	331	$	118	$	874	$	360
General and administrative		1,051		183		2,261		547
Total stock-based compensation expense	$	1,382	$	301	$	3,135	$	907

Net Income (Loss) per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Summary of calculation of diluted net income (loss) per share, the numerator is adjusted for any changes

Pursuant to such method, the Company adjusted the numerator for the gains or losses recognized during the period in net income from the Convertible Notes and the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the Convertible Notes were converted as of the beginning the period.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2024			2023			2024			2023
Numerator:
Net income (loss)-basic	$	(17,595	)	$	(14,031	)	$	(33,544	)	$	(26,676	)
Net income (loss)-diluted	$	(17,595	)	$	(14,031	)	$	(49,344	)	$	(26,676	)
Denominator:
Weighted-average common shares outstanding-basic		12,076,412			346,288			8,360,652			347,292
Dilutive securities		—			—			449,903			—
Weighted-average common shares outstanding-diluted		12,076,412			346,288			8,810,555			347,292

Net income (loss) per share-basic	$	(1.46	)	$	(40.52	)	$	(4.01	)	$	(76.81	)
Net income (loss) per share-diluted	$	(1.46	)	$	(40.52	)	$	(5.60	)	$	(76.81	)

Summary of computation of diluted net loss per share attributable to common stockholders

The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Series A convertible preferred stock		—		2,286,873		—		2,286,873
Series A-1 convertible preferred stock		—		312,094		—		312,094
Series B convertible preferred stock		—		2,625,896		—		2,625,896
Options to purchase common stock		2,003,466		1,120,014		2,003,466		1,120,014
Warrants to purchase common stock		18,144		—		18,144		—

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (17,595)	$ (16,978)	$ 1,029	$ (14,031)	$ (5,807)	$ (6,838)	$ (33,544)	$ (26,676)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Income (Loss) per Share - Summary of calculation of diluted net income (loss) per share, the numerator is adjusted for any changes (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income (loss)-basic	$ (17,595)	$ (14,031)	$ (33,544)	$ (26,676)
Net income (loss)-diluted	$ (17,595)	$ (14,031)	$ (49,344)	$ (26,676)
Denominator:
Weighted-average common shares outstanding-basic	12,076,412	346,288	8,360,652	347,292
Dilutive securities	0	0	449,903	0
Weighted-average common shares outstanding-diluted	12,076,412	346,288	8,810,555	347,292
Net income (loss) per share-basic	$ (1.46)	$ (40.52)	$ (4.01)	$ (76.81)
Net income (loss) per share-diluted	$ (1.46)	$ (40.52)	$ (5.6)	$ (76.81)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
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-Section 65
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 5
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Convertible Preferred Stock - Additional Information (Detail) $ in Thousands	Mar. 25, 2024 USD ($) shares
Common Stock [Member]
Temporary Equity [Line Items]
Temporary equity converted into permanent equity value \| $	$ 11
Additional Paid-in Capital [Member]
Temporary Equity [Line Items]
Temporary equity converted into permanent equity value \| $	$ 111,400
Series A One Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Conversion of temporary equity into permanent equity shares	2,286,873
Series A Two Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Conversion of temporary equity into permanent equity shares	312,094
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Conversion of temporary equity into permanent equity shares	2,625,896

Subsequent Events (Additional Information) (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Common stock shares outstanding	12,138,869	359,569

Agreements with Horizon - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Oct. 31, 2023	Sep. 30, 2024
Horizon collaboration agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration agreement, transaction price		$ 55.0
Collaboration agreement, Aggregate amount of sales milestone	$ 75.1
Received amount from Horizon		55.0
Collaboration agreement, contingent payment		75.1
Refund liability		55.0
Payment to horizon		20.1
Legacy Q32
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination, intial consideration		55.0
Sales-based milestone \| Horizon collaboration agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration agreement, contingent payment		75.1
Collaboration agreement, contingent payment payable excess of cash received		$ 20.1

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

16. Related Party Transactions

The Company has consulting and advisory agreements with certain investors and board members which are considered to be related party transactions. The Company did not incur expense for the three and nine months ended September 30, 2024 and 2023 related to services provided by these investors and board members.

No amounts were due to related parties at September 30, 2024 or December 31, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 5
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
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-Paragraph 1
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Net Income (Loss) per Share - Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Series A convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common stock	0	2,286,873	0	2,286,873
Series A-1 convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common stock	0	312,094	0	312,094
Series B convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common stock	0	2,625,896	0	2,625,896
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common stock	2,003,466	1,120,014	2,003,466	1,120,014
Warrants to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common stock	18,144	0	18,144	0

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

As of September 30, 2024, the Company has several ongoing clinical studies in various clinical trial stages. Its most significant contracts relate to agreements with CROs for clinical trials and preclinical studies and CDMOs for manufacturing which the Company enters into in the normal course of business. The contracts with CROs and CDMOs are generally cancellable, with notice, at the Company’s option.

Operating lease

In 2021 the Company entered into a long-term operating lease agreement for its current corporate headquarters in Waltham, Massachusetts (“headquarters lease”). The headquarters lease provides approximately 15,000 square feet for general office use and research lab facilities. The lease commencement date was January 1, 2022 and the Company did not take control or have the right to use the leased property until this time. The lease term ends in December 2031. The Company has an option to extend the lease term for an additional five years. The initial rent for the office space is approximately $1.0 million per year, increasing every year by 3% for total aggregate payment of $11.1 million. Upon the commencement date, the Company established a right-of-use asset and lease liability on the condensed consolidated balance sheet. As part of the agreement, the Company arranged for a letter of credit for $0.6 million as a security for lease, which is considered restricted cash and included as restricted cash and restricted cash equivalents in the condensed consolidated balance sheet. The Company received $0.4 million in a tenant improvement allowance that was applied against the right-of-use asset.

As of September 30, 2024, the Company’s headquarters lease had a weighted-average remaining lease term of 7.25 years and weighted average incremental borrowing rate of 7.5%.

Amounts reported in the unaudited condensed consolidated balance sheet for leases where the Company is the lessee as of September 30, 2024 and December 31, 2023 were as follows (in thousands):


	September 30, 2024		December 31, 2023
Assets:
Operating lease right-of-use assets	$	5,869	$	6,301
Total operating lease right-of-use assets	$	5,869	$	6,301
Liabilities:
Current:
Operating lease liabilities	$	1,027	$	538
Noncurrent:
Operating lease liabilities, net of current portion		5,793		6,248
Total operating lease liabilities	$	6,820	$	6,786

The following table summarizes operating lease costs for the nine months ended September 30, 2024 and 2023 (in thousands):


	September 30,
	2024		2023
Fixed lease costs	$	772	$	749
Variable lease costs		33		55
Total lease costs	$	805	$	804

Variable lease costs were primarily related to operating expenses, taxes and insurances associated with the operating lease, which were assessed based on the Company’s proportionate share of such costs for the leased premises. As these costs are generally variable in nature, they were not included in the measurement of the operating lease right-of-use asset and related lease liability. Total lease costs are included as operating expenses in the Company’s unaudited condensed consolidated statements of operations. Future minimum lease payments under non-cancelable lease agreement as of September 30, 2024 and a reconciliation to the carrying amount of the lease liabilities presented in the consolidated balance sheet are as follows (in thousands):


	Minimum Rental Payments
2024 (fourth quarter)	$	691
2025		1,060
2026		1,092
2027		1,124
2028		1,158
Thereafter		3,687
Total minimum lease payments		8,812
Less imputed interest		(1,992	)
Total lease liability	$	6,820
Lease liability, current portion		1,027
Lease liability, net of current portion		5,793
Total	$	6,820

Prior to the Merger, Homology was subleasing office and research and development laboratory space in Bedford, Massachusetts, under a sublease agreement with OXB (US) LLC that is scheduled to expire in December 2024. During the first quarter of 2024, prior to the Merger, Homology had fully abandoned the space and accordingly, had shortened the remaining useful of its right-of-use asset to equal the time remaining until the planned abandonment date. At the effective time of the Merger, the Company recorded a liability of approximately $1.0 million representing the present value of the future minimum lease payments due under this sublease. As of September 30, 2024, this amount is approximately $0.3 million and is included in accrued expenses and liabilities on the Company's condensed consolidated balance sheet as the amount will be fully paid within one year, and in the table above.

License Agreements

License Agreement with the University of Colorado

In August 2017, the Company entered into an exclusive license agreement, as amended in February 2018, September 2018, and April 2019 (the “Colorado License Agreement”), with The Regents of the University of Colorado (“Colorado”), pursuant to which the Company obtained worldwide, royalty-bearing, sublicensable licenses under certain patents and know-how owned by Colorado and Medical University of South Carolina (“MUSC”) relating to the research, development and commercialization of ADX-097. The licenses granted to the Company are exclusive with respect to certain patent families and know-how and non-exclusive with certain other patent families and know-how. The licenses granted to the Company are also subject to certain customary retained rights of Colorado and MUSC and rights of the United States government owing to federal funding giving rise to inventions covered by the licensed patents. The Company agreed to use commercially reasonable efforts to develop, manufacture and commercialize ADX-097, including by using commercially reasonable efforts to achieve specified development and regulatory milestones by specified dates.

In addition, the Company agreed to pay Colorado (i) development and sales milestone payments in an aggregate amount of up to $2.2 million per licensed product for the first three products, (ii) tiered royalty rates on cumulative net sales of licensed products in the low single digit percentages, (iii) 15% of sublicense income and (iv) ongoing fees associated with the prosecution, maintenance, or filing of the licensed patents. The Company’s obligation to pay royalties to Colorado commences, on a licensed product-by-licensed

product and country-by-country basis, from the first commercial sale of a licensed product in any country and expires on the later of (a) the last to expire valid claim within the licensed patents covering such licensed product in such country, and (b) 20 years following the effective date of the Colorado License Agreement, or April 2037 (the “Royalty Term”).

Unless earlier terminated by either party pursuant to its terms, the Colorado License Agreement will expire upon the expiration of the Royalty Term in all countries. The Company may terminate the Colorado License Agreement for convenience upon providing prior written notice to Colorado. Colorado may terminate the Colorado License Agreement or convert the Company’s exclusive license to a non-exclusive license if the Company breaches certain obligations under the Colorado License Agreement and fails to cure such breach. The Colorado License Agreement will terminate automatically upon the Company’s dissolution, insolvency, or bankruptcy.

During the three and nine months ended September 30, 2024 and 2023, the Company had zero research and development expense for any milestone related to the Colorado License Agreement. The financial statements as of September 30, 2024 and December 31, 2023 do not include liabilities with respect to royalty fees on the license agreement as the Company has not yet generated revenue and the achievement of certain milestones is not yet probable.

License Agreement with Bristol-Myers Squibb Company

In September 2019, the Company entered into a license agreement, as amended in August 2021 and July 2022 (the BMS License Agreement), with Bristol-Myers Squibb Company (“BMS”), pursuant to which the Company obtained sublicensable licenses from BMS to research, develop and commercialize licensed products, including bempikibart, for any and all uses worldwide. The licenses granted to the Company are exclusive with respect to BMS’s patent rights and know-how relating to certain antibody fragments (including certain fragments of bempikibart) and non-exclusive with respect to BMS’s patent rights and know-how relating to the composition of matter and use of a specific region of bempikibart. BMS retained the right for it and its affiliates to use the exclusively licensed patents and know-how for internal, preclinical research purposes. Under the BMS License Agreement, the Company is prohibited from engaging in certain clinical development or commercialization of any antibody other than a licensed compound with the same mechanism of action until the earlier of the expiration of Q32’s obligation to pay BMS royalties or September 2029.

In consideration for the license, the Company made an upfront payment to BMS of $8 million, issued 6,628,788 Series A preferred shares to BMS and agreed to use commercially reasonable efforts to develop and commercialize at least one licensed product in key geographic markets. In addition, the Company agreed to pay BMS (i) development and regulatory milestone payments in aggregate amounts ranging from $32 million to $49 million per indication for the first three indications and commercial milestone payments in an aggregate amount of up to $215 million on net sales of licensed products, (ii) tiered royalties ranging from rates in the mid-single digit percentages to up to 10% of net sales, with increasing rates depending on the cumulative net sales, (iii) up to 60% of sublicense income, which percentage decreases based on the development stage of bempikibart at the time of the sublicensing event, and (iv) ongoing fees associated with the prosecution, maintenance, or filing of the licensed patents.

The Company’s obligation to pay BMS royalties under subsection (ii) above commences, on a licensed product-by-licensed product and country-by-country basis on the first commercial sale of a licensed product in a country and expires on the later of (x) 12 years from the first commercial sale of such Licensed Product in such country, (y) the last to expire licensed patent right covering bempikibart or such licensed product in such country, and (z) the expiration or regulatory or marketing exclusivity for such licensed product in such country (Royalty Term). If the Company undergoes a change of control prior to certain specified phase of development, the development and milestone payments are subject to increase by a low double digit percentage and the royalty rates are subject to increase by a low sub single digit percentage.

Unless terminated earlier by either party pursuant to its terms, the BMS License Agreement will expire on a country-by-country and licensed product-by-licensed product basis upon the expiration of the last to expire Royalty Term with respect to such licensed product in such country. Either party may terminate the BMS License Agreement for the other party’s material breach, subject to a specified notice and cure period. BMS may terminate the BMS License Agreement if the Company fails to meet its diligence obligations under the BMS License Agreement, for the Company’s insolvency, or if the Company or its affiliates challenges the validity, scope, enforceability, or patentability of any of the licensed patents. The Company may terminate the BMS License Agreement for any reason upon prior written notice to BMS, with a longer notice period if a licensed product has received regulatory approval. If the BMS Agreement is terminated for the Company’s material breach, BMS will regain rights to bempikibart and the Company must grant BMS an exclusive license under the Company’s patent rights covering bempikibart, subject to a low single digit percentage royalty on net sales of bempikibart payable to the Company by BMS

On July 1, 2024, a $4.0 million development milestone became payable to BMS pursuant to the BMS License Agreement, which the Company paid in July 2024 and recorded as research and development expenses. As of September 30, 2024, no further events have occurred that would require payment of milestones, royalties or sublicense fees.

Legal Proceedings

The Company is not currently party to any material legal proceedings. The Company accounts for estimated losses with respect to legal proceedings and claims when such losses are probable and reasonably estimable. Legal costs associated with these matters are expensed when incurred.

Indemnification Arrangements

As permitted under Delaware law, the Company has agreements whereby it indemnifies certain of its investors, stockholders, employees, officers, and directors (collectively, the “Indemnified Parties”) for certain events or occurrences while the Indemnified Parties are, or were serving, at its request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has an Executive Liability insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid up to $5.0 million. The Company believes the estimated fair value of these indemnification agreements is minimal. The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the Indemnified Parties for losses suffered or incurred by the Indemnified Parties, generally the Company’s business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company’s products. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in conformity with GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with Legacy Q32’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, included in a Form 8-K filed with the SEC on March 27, 2024.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including those adjustments that are normal and recurring in nature, which are necessary for a fair statement of the Company’s financial position as of September 30, 2024, and consolidated results of operations for the three and nine months ended September 30, 2024 and 2023, and cash flows for the nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024 or for any future period.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include those of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these unaudited condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected

business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the fair value of the common stock and convertible notes prior to the effective date of the Merger, the fair value of CVR liability, and the prepaid and accrued research and development expenses. The Company utilizes certain estimates to record expenses relating to research and development contracts. These contract estimates, which are primarily related to the length of service of each contract and the amount of service provided as of each measurement date, are determined by the Company based on input from internal project management, as well as from service providers. Estimates are periodically reviewed considering changes in circumstances, facts and historical experience. Actual results may differ from the Company’s estimates.

Concentrations of Credit Risk and Significant Suppliers

Financial instruments that potentially expose the Company to credit risk primarily consist of cash, cash equivalents, restricted cash and restricted cash equivalents. The Company maintains its cash, cash equivalents, restricted cash and restricted cash equivalents balances with accredited financial institutions and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company’s cash management limits investment to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. The Company maintains its cash in bank deposit accounts that are Federal Deposit Insurance Corporation (“FDIC”) insured up to $250,000. At times, the Company’s bank accounts may exceed the federal insurance limit.

The Company is dependent on contract development and manufacturing organizations (“CDMOs”) to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients, other raw materials and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients, other raw materials and formulated drugs. The Company is also dependent on contract research organizations (“CROs”) which provide services related to the research and development activities in its programs.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive income (loss) is unrealized gains and losses on available-for-sale investments.

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

The Company considers all highly liquid investments that are readily convertible into cash with maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents are comprised of money market accounts invested in U.S. Treasury securities.

Restricted cash and restricted cash equivalents are comprised of deposits held by financial institutions as collateral for the company’s venture debt and used to collateralize letters of credit related to the Company’s lease arrangements.

The Company includes the restricted cash and restricted cash equivalents balance together with its cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows.

Cash, cash equivalents, restricted cash and restricted cash equivalents consisted of the following (in thousands):


	September 30,
	2024		2023
Cash and cash equivalents	$	89,078	$	36,256
Restricted cash and cash equivalents		647		5,647
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	89,725	$	41,903

Short-Term Investments

Short-term investments represent holdings of available-for-sale marketable securities in accordance with the Company’s investment policy and cash management strategy. Short-term investments have maturities of greater than 90 days at the time of purchase and mature within one year from the balance sheet date. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the underlying security. Such amortization and accretion, together with interest on securities, are included in interest income in the Company’s condensed consolidated statements of operations. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of other income.

At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses. Impairment is assessed at the individual security level. Factors considered in determining whether a loss resulted from a credit loss or other factors include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis, the extent to which the fair value is less than the amortized cost basis, the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, and any significant deterioration in economic conditions.

Deferred Transaction Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred transaction costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the transaction, either as a reduction of the carrying value of the preferred stock or in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the transaction. Should the in-process equity financing be abandoned, the deferred transaction costs would be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Investments in Equity Securities

The Company uses the equity method of accounting to account for an investment in an entity that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's proportionate share of the net income or loss of the entity is included in consolidated net income (loss). Judgments regarding the level of influence over the equity method investment include consideration of key factors such as the Company's ownership interest, representation on the board of directors or other management body and participation in policy-making decisions.

Under the equity method of accounting, the Company’s investment is initially recorded at fair value on the consolidated balance sheets. Upon initial investment, the Company evaluates whether there are basis differences between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. Typically, the Company amortizes basis differences identified on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses, excluding the basis differences attributable to in-process research and development that has no alternative future use. If the Company is unable to attribute all of the basis differences to specific assets or liabilities of the investee, the residual excess of the cost of the investment over the proportional fair value of the investee’s assets and liabilities is considered to be equity method goodwill and is recognized within the equity investment balance, which is tracked separately within the Company’s memo accounts. The Company

subsequently records in the statements of operations its share of income or loss of the other entity within other income/expense, which results in an increase or decrease to the carrying value of the investment. If the share of losses exceeds the carrying value of the Company’s investment, the Company will suspend recognizing additional losses and will continue to do so unless it commits to providing additional funding; however, if there are intra-entity profits this can cause the investment balance to go negative.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value.

The Company uses the cost method to account for an investment in an entity in which it does not have the ability to exercise significant influence over operating and financial policies. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized.

As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of accounting and vice versa.

At September 30, 2024, the Company accounted for its investment in Oxford Biomedica (US) LLC (“OXB (US) LLC”) using the cost method (see Note 6).

Leases

The Company evaluates whether an arrangement is or contains a lease at contract inception. If a contract is or contains a lease, lease classification is determined at lease commencement, which represents the date at which the underlying asset is made available for use by the Company. The Company’s lease terms are generally measured at the respective lease’s noncancelable term and exclude any optional extension terms as the Company is not reasonably certain to exercise such options. The Company elected the short-term lease exemption and therefore does not recognize lease liabilities and right of use assets for lease arrangements with original lease terms of twelve months or less.

Lease liabilities represent the Company’s obligation to make lease payments under a lease arrangement. Lease liabilities are measured as the present value of fixed lease payments, discounted using an incremental borrowing rate, as interest rates implicit in the Company’s lease arrangements are generally not readily determinable. The Company elected the practical expedient to not separate lease and non-lease components for its real estate leases and therefore both are considered when determining the lease payments in a lease arrangement. Variable lease costs are expensed as incurred.

The incremental borrowing rate represents the interest rate at which the Company could borrow a fully collateralized amount equal to the lease payments, over a similar term, in a similar economic environment. The Company determines the incremental borrowing rate at lease commencement, generally using a synthetic credit rating based on the Company’s financial position and negative cash flows, factoring in adjustments for additional risks based on the Company’s economic condition, a survey of comparable companies with similar credit and financial profiles, as well as additional market risks, as may be applicable.

Right-of-use assets represent the Company’s right to use an underlying asset over its lease term. Right-of-use assets are initially measured as the associated lease liability, adjusted for prepaid rent and tenant incentives. The Company remeasures right-of-use assets and lease liabilities when a lease is modified, and the modification is not accounted for as a separate contract. A modification is accounted for as a separate contract if the modification grants the Company an additional right of use not included in the original lease agreement and the increase in lease payments is commensurate with the additional right of use. The Company assesses its right-of-use assets for impairment consistent with its policy for impairment of long-lived assets held and used in operations.

Subsequent Event Considerations

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated events occurring after the date of its consolidated balance sheet through the date these condensed consolidated financial statements were issued (see Note 19).

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280: Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. All disclosure requirements of the update are required for entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. The Company adopted this standard as of January 1, 2024. The Company has determined that adopting the amendments in ASU 2023-07 only impacts its disclosures and does not have a material impact on its consolidated financial position or the results of its operations.

Recently Issued Accounting Standards Not Yet Adopted

On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and incomes taxes paid information. For public companies, the amendments are effective for annual periods beginning after December 15, 2024 and should be applied prospectively. The Company has determined that the effects of adopting the amendments in ASU 2023-09 will only impact its disclosures and not have a material impact on its consolidated financial position and the results of its operations when such amendment is adopted.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss	$ (17,595)	$ (14,031)	$ (33,544)	$ (26,676)
Other comprehensive income (loss):
Change in unrealized gain (loss) on available for sale securities, net	0	0	(1)	0
Total other comprehensive gain (loss)	0	0	(1)	0
Comprehensive loss	$ (17,595)	$ (14,031)	$ (33,545)	$ (26,676)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Nature of the Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of the Business

1. Nature of the Business

Q32 Bio Inc. (“Q32” or the “Company”) is a clinical stage biotechnology company focused on developing novel biologics to effectively and safely restore healthy immune balance in patients with autoimmune and inflammatory diseases driven by pathological immune dysfunction. Q32 has multiple product candidates across a variety of autoimmune and inflammatory diseases with clinical readouts for its two lead programs expected in 2024 and 2025. The Company was formed in 2017 as Admirx, Inc. under the laws of the state of Delaware and is headquartered in Waltham, Massachusetts. On March 20, 2020, the Company changed its name to Q32 Bio Inc.

Merger with Homology

On March 25, 2024, Kenobi Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Homology Medicines, Inc. (“Homology”), completed its merger with and into Q32 Bio Operations Inc. (previously named Q32 Bio Inc. and referred to herein as “Legacy Q32”), with Legacy Q32 continuing as the surviving entity as a wholly-owned subsidiary of Homology. This transaction is referred to as the “Merger.” Homology changed its name to Q32 Bio Inc., and Legacy Q32, which remains as a wholly-owned subsidiary of the Company, changed its name to Q32 Bio Operations, Inc. The Merger was effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 16, 2023, by and among Homology, Legacy Q32, and Merger Sub. In connection with the Merger Agreement, certain parties entered into a subscription agreement with the Company to purchase shares of Legacy Q32’s common stock for an aggregate purchase price of $42.0 million (the “Pre-Closing Financing”).

On March 25, 2024 (the “Closing Date”), the Pre-Closing Financing closed immediately prior to the consummation of the Merger. Shares of Legacy Q32’s common stock issued pursuant to the Pre-Closing Financing were converted into the right to receive 1,682,045 shares of Homology common stock after taking into account the Reverse Stock Split. On March 25, 2024, Homology effected a one-for-eighteen reverse stock split of its then outstanding common stock (the “Reverse Stock Split”) where all issued and outstanding shares of Legacy Q32’s common stock (including common stock issued upon the conversion of all Legacy Q32’s Series A, Series A-1 and Series B preferred stock, conversion of Legacy Q32 convertible notes, but excluding the common stock issued in Pre-Closing Financing) converted into the right to receive an aggregate of 7,017,842 shares of Homology’s common stock based on the final exchange ratio of 0.0480 (the “Exchange Ratio”). Lastly, each option to purchase the Legacy Q32’s shares that was outstanding and unexercised immediately prior to the Merger was converted into an option to purchase shares of Homology based on the Exchange Ratio. Immediately following the Merger, Legacy Q32 stockholders owned approximately 74.4% of the outstanding common stock of the combined company.

The Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For accounting purposes, Legacy Q32 is considered the accounting acquirer and Homology is the acquired company based on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management. Accordingly, the Merger was treated as the equivalent of Legacy Q32’s issuing stock to acquire the net assets of Homology. As a result of the Merger, the net assets of Homology were recorded at their acquisition-date fair value in the financial statements of the combined company and the reported operating results prior to the Merger are those of Legacy Q32. Legacy Q32’s historical financial statements became the historical consolidated financial statements of the combined company. All issued and outstanding Legacy Q32 common stock, convertible preferred stock and options prior to the effective date of the Merger have been retroactively adjusted to reflect the Exchange Ratio, which reflects the impact of the reverse stock split, for all periods presented.

At the effective time of the Merger, each person who as of immediately prior to the effective time of the Merger was a stockholder of record of Homology or had the right to receive Homology’s common stock received a contractual contingent value right (“CVR”) issued by Homology representing the contractual right to receive cash payments from the combined company upon the receipt of certain proceeds from a disposition of Homology’s pre-merger assets (see Note 3 for more details surrounding the accounting for the Merger and the CVRs).

Risks and Uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, obtaining regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Programs currently

under development will require significant additional research and development efforts, including preclinical and clinical testing, and will need to obtain regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Since its inception, the Company’s operations have been focused on organizing and staffing, business planning, raising capital, establishing the Company’s intellectual property portfolio and performing research and development of its product candidates, programs and platform. The Company has primarily funded its operations with proceeds from the sale of convertible preferred stock, convertible notes, venture debt and its collaboration arrangement.

Liquidity and Going Concern

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether they are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

As of September 30, 2024, the Company had an accumulated deficit of $220.6 million and cash and cash equivalents of $89.1 million. The Company expects that its cash and cash equivalents will be sufficient to fund its operating expenditures and capital expenditure requirements necessary to advance its research efforts and clinical trials for at least one year from the date of issuance of these unaudited condensed consolidated financial statements.

The Company has incurred recurring operating losses since its inception. During the nine months ended September 30, 2024, the Company incurred a net loss of $33.5 million. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all.

Prepaid Expenses, Other Current Assets and Other Noncurrent Assets

9 Months Ended

Sep. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses, Other Current Assets and Other Noncurrent Assets

8. Prepaid Expenses, Other Current Assets and Other Noncurrent Assets

Prepaid expenses and other current assets consisted of the following as of (in thousands):


	September 30, 2024		December 31, 2023
Payroll tax credit	$	563	$	755
Prepaid external research and development		2,901		1,834
Prepaid expenses		1,127		427
Other		229		83
Total prepaid expenses and other current assets	$	4,820	$	3,099

Other noncurrent assets consisted of the following as of (in thousands):


	September 30, 2024		December 31, 2023
Deferred transaction costs	$	—	$	3,912
Prepaid external research and development - long term		35		676
Other		5		23
Total other noncurrent assets	$	40	$	4,611

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Concentrations of Credit Risk and Significant Suppliers

Comprehensive Income (Loss)

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

Cash, cash equivalents, restricted cash and restricted cash equivalents consisted of the following (in thousands):


	September 30,
	2024		2023
Cash and cash equivalents	$	89,078	$	36,256
Restricted cash and cash equivalents		647		5,647
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	89,725	$	41,903

Short-Term Investments

Deferred Transaction Costs

Fair Value Measurements

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Investments in Equity Securities

At September 30, 2024, the Company accounted for its investment in Oxford Biomedica (US) LLC (“OXB (US) LLC”) using the cost method (see Note 6).

Leases

Subsequent Event Considerations

Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted