M&A: Flagship Ventures Fund V, L.P.

Form Type: SCHEDULE 13D/A

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017024141669

Comments: On December 29, 2024, Mirai Bio, Inc., an affiliate of Flagship Pioneering Fund VII, L.P., proposed a modification to the Research Collaboration Agreement with Omega Therapeutics, Inc. The modification involves the acquisition of Omega's rights and obligations under the Collaboration, along with a non-exclusive, sublicensable, worldwide, royalty-free license for Omega's OEC Platform in exchange for assuming $8,000,000 of Omega's debt. The proposal requires approval from a special committee of independent directors and may lead to significant changes in Omega's corporate structure. On December 30, 2024, Michelle C. Werner, CEO-Partner at Flagship Pioneering, resigned from Omega's Board, indicating potential shifts in leadership accompanying the Proposal. The Reporting Persons reserve the right to modify or withdraw the Proposal at any time, and they may engage in discussions regarding the terms with the Special Committee.

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