Bankruptcy: Omega Therapeutics, Inc.

Form Type: POS AM

Filing Date: 2025-03-21

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525060215

Filing Summary: Omega Therapeutics, Inc. filed a Post-Effective Amendment to its Form S-3 Registration Statement with the SEC on March 21, 2025, to deregister all remaining unsold or unissued securities under its prior registration. This action follows the company's voluntary petition for relief under Chapter 11 of the Bankruptcy Code, filed on February 10, 2025. The bankruptcy case is administratively ongoing in the Delaware district. The Company continues to operate under a 'debtor in possession' status but has been informed by Nasdaq that its common stock is not suitable for listing anymore, resulting in the filing of Form 25 to delist its common stock from Nasdaq. This amendment serves to terminate the effectiveness of the original registration statement and deregister any unsold securities.

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Form Type: S-8 POS

Filing Date: 2025-03-21

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525060207

Filing Summary: Omega Therapeutics, Inc. is filing a Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-258365, originally registered on August 2, 2021. This amendment is to deregister shares of common stock that were registered but remain unsold or unissued. The amendment follows Omega Therapeutics' voluntary Chapter 11 bankruptcy filing on February 10, 2025, in the U.S. Bankruptcy Court for the District of Delaware, under case number 25-10211. Currently, the company operates as a 'debtor in possession' under the jurisdiction of the Bankruptcy Court. Due to the bankruptcy and subsequent loss of listing on Nasdaq, the company has terminated all securities offerings associated with the Registration Statement, formally removing unissued securities from registration.

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Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525033500

Filing Summary: Omega Therapeutics, Inc., a Delaware corporation, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code on February 10, 2025. The bankruptcy case is being administered in the United States Bankruptcy Court for the District of Delaware. The company is operating as a 'debtor in possession' and has filed a motion seeking court approval for an asset purchase agreement with Pioneering Medicines 08-B, Inc., which involves the sale of substantially all of its assets for a credit bid of at least $11,461,086. A hearing on the motion is scheduled for March 12, 2025. Additionally, on February 18, 2025, Omega Therapeutics received a notice from Nasdaq regarding the delisting of its common stock effective February 25, 2025, citing the bankruptcy filing as the basis for this action.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Bankruptcy

Type: New

Accession Number: 000119312525027349

Filing Summary: On February 10, 2025, Omega Therapeutics, Inc. initiated a voluntary Chapter 11 bankruptcy case in the United States Bankruptcy Court for the District of Delaware. The company continues to operate as a 'debtor in possession' under court jurisdiction. The Bankruptcy Court has approved the company's debtor-in-possession financing, allowing it to secure funding while managing its assets. The financing includes a delayed-draw term loan facility aggregating $9,820,908, with $3,931,953 immediately available. Key terms include a maturity date contingent on various conditions, and the facility will be secured by first-priority liens on the company’s assets. Events of default and case milestones are outlined, indicating the importance of timely court approvals and asset auction processes.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Bankruptcy

Type: New

Accession Number: 000119312525019359

Filing Summary: On February 3, 2025, Omega Therapeutics, Inc. entered into a Restructuring Support Agreement (RSA) with significant stockholders, including Pioneering Medicines 08-B, Inc., to facilitate a potential sale of all or substantially all of the company's assets and secure financing for a Chapter 11 bankruptcy proceeding. The RSA includes provisions for a $1.4 million bridge loan and a senior secured superpriority debtor-in-possession loan (DIP Loan), contingent upon Bankruptcy Court approval. Key milestones outlined in the RSA specify that the Chapter 11 Case must commence by February 10, 2025, with subsequent auction and sale timelines established. Additionally, the Company faced a notice of default from Banc of California, leading to the termination of a prior Loan Agreement, and was notified by Nasdaq about failing to meet minimum bid price requirements. On the same date, personnel changes were reported, including retention bonuses for the CEO and Chief Accounting Officer, alongside a reduction of the workforce by up to 17 employees as part of ongoing cost-reduction efforts.

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