As previously reported on the Current Report on Form 8-K filed on March 15, 2024, the stockholders of Homology Medicines Inc . (NASDAQ:FIXX) at a Special Meeting of Stockholders (the “Homology Special Meeting”) previously approved an amendment to the Restated Certificate of Incorporation of Homology to effect a reverse stock split of Homology’s issued and outstanding common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-30, as determined by the Homology board of directors in its discretion, subject to the Homology board of directors’ authority to abandon such amendment.
The Homology board of directors approved a reverse stock split ratio of 1-for-18, such that every 18 shares of the Homology common stock will be combined into one issued and outstanding share of common stock (the “Reverse Stock Split”). Homology intends to file a Certificate of Amendment to the Restated Certificate of Incorporation for the Reverse Stock Split with the Secretary of State of the State of Delaware on March 22, 2024, and the Company expects that the Reverse Stock Split will be effective upon the opening of trading on March 25, 2024 and that Homology common stock will be trading on a post-split basis under CUSIP number 746964105.
The Reverse Stock Split is being effected in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of November 16, 2023, pursuant to which a direct, wholly owned subsidiary of Homology will merge with and into Q32 Bio Inc. (“Q32”), with Q32 surviving as a direct, wholly owned subsidiary of Homology, and the surviving corporation of the merger.
The Reverse Stock Split will be effected simultaneously for all shares of Homology common stock, will affect all holders of Homology’s common stock uniformly and will not affect any stockholder’s percentage ownership interests in Homology, except with respect to the treatment of fractional shares. No fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of Homology common stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Global Select Market (as adjusted to give effect to the Reverse Stock Split) on March 22, 2024.