Bankruptcy: Flagship V VentureLabs Rx Fund, L.P.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-05

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095017025014583

Filing Summary: On January 10, 2025, Christian S. Schade resigned as Chairman and a member of Omega Therapeutics, Inc.'s Board of Directors. Following this, on January 22, 2025, Ravi Mehrotra and Robert L. Rosiello also resigned from the Board. On February 3, 2025, the Company entered into a Restructuring Support Agreement (RSA) with Pioneering Medicines 08-B, Inc., which is an affiliate of Flagship Pioneering. This agreement involves a potential sale of all or substantially all of the Company’s assets and outlines debtor-in-possession financing to support the sale process under a Chapter 11 bankruptcy filing. The RSA includes significant terms like a bridge term loan of approximately $1,400,000 to fund operational needs, security over the Company’s assets, and a negotiation for a stalking horse asset purchase agreement for the sale of the Company's assets. The RSA highlights various milestones for the Chapter 11 proceedings, including deadlines for filing and court approvals. The arrangement is subject to conditions that include Bankruptcy Court approval and may be terminated upon failure to meet milestones or other breaches of the agreement.