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A bit from new 8K just filed!
$Omega Therapeutics (OMGA.US)$ Item 8.01. Other Events.
On December 29, 2024, the Company received a non-binding proposal (the “Proposal”) from Mirai Bio, Inc., an affiliate of Flagship Pioneering Fund VII, L.P (“Mirai”), to modify the terms of the Company’s Research Collaboration Agreement with Novo Nordisk A/S and Pioneering Medicines 08, Inc., dated as of December 31, 2023 (the “Collaboration Agreement”).
Under the terms of the Proposal, Mirai would acquire all of the Company’s rights and obligations under the Collaboration Agreement and a non-exclusive,sublicensable (through multiple tiers), worldwide, royalty-free, fully paid-up, perpetual and irrevocable license to the entirety of Omega’s platform for discovering and developing epigenetic/epigenomic controllers, in exchange for the assumption of $8,000,000 of the Company’s indebtedness under its Loan and Security Agreement with Pacific Western Bank (n/k/a PacWest Bancorp), as amended to date, subject to the lender’s approval. The modifications to the Collaboration Agreement include Mirai (or its designee) entering into an amendment of the agreements related to the Collaboration Agreement, with any required consents, to provide for Mirai (or its designees) to assume all of the Company’s existing rights and obligations under the Collaboration Agreement, including all of the Company’s obligations to perform research and development activities and the Company’s rights to receive payments under the Collaboration Agreement.
The Board has formed a special committee of independent directors (the “Special Committee”) and has delegated consideration of the Proposal and any related transaction, as well as any strategic alternatives to the Proposal to the Special Committee. The Special Committee has retained Morris, Nichols, Arsht & Tunnell LLP as counsel to assist in its ongoing review and consideration of the Proposal and any strategic alternatives. The Special Committee has made no decision at this time with respect to the Proposal, and the Company does not undertake any obligation to provide any updates with respect to the Proposal or any other transaction, except as required by applicable law or other regulatory requirements. There can be no assurance that any transaction will result from the Special Committee’s evaluation of the Proposal, or, if so, the timing, terms and conditions of such transaction.
On December 29, 2024, the Company received a non-binding proposal (the “Proposal”) from Mirai Bio, Inc., an affiliate of Flagship Pioneering Fund VII, L.P (“Mirai”), to modify the terms of the Company’s Research Collaboration Agreement with Novo Nordisk A/S and Pioneering Medicines 08, Inc., dated as of December 31, 2023 (the “Collaboration Agreement”).
Under the terms of the Proposal, Mirai would acquire all of the Company’s rights and obligations under the Collaboration Agreement and a non-exclusive,sublicensable (through multiple tiers), worldwide, royalty-free, fully paid-up, perpetual and irrevocable license to the entirety of Omega’s platform for discovering and developing epigenetic/epigenomic controllers, in exchange for the assumption of $8,000,000 of the Company’s indebtedness under its Loan and Security Agreement with Pacific Western Bank (n/k/a PacWest Bancorp), as amended to date, subject to the lender’s approval. The modifications to the Collaboration Agreement include Mirai (or its designee) entering into an amendment of the agreements related to the Collaboration Agreement, with any required consents, to provide for Mirai (or its designees) to assume all of the Company’s existing rights and obligations under the Collaboration Agreement, including all of the Company’s obligations to perform research and development activities and the Company’s rights to receive payments under the Collaboration Agreement.
The Board has formed a special committee of independent directors (the “Special Committee”) and has delegated consideration of the Proposal and any related transaction, as well as any strategic alternatives to the Proposal to the Special Committee. The Special Committee has retained Morris, Nichols, Arsht & Tunnell LLP as counsel to assist in its ongoing review and consideration of the Proposal and any strategic alternatives. The Special Committee has made no decision at this time with respect to the Proposal, and the Company does not undertake any obligation to provide any updates with respect to the Proposal or any other transaction, except as required by applicable law or other regulatory requirements. There can be no assurance that any transaction will result from the Special Committee’s evaluation of the Proposal, or, if so, the timing, terms and conditions of such transaction.
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