Omega Therapeutics Receives Non-Binding Proposal from Mirai Bio, Inc. for Modification of Collaboration Agreement

On December 29, 2024, Omega Therapeutics, Inc. (NASDAQ: OMGA) was presented with a non-binding proposal from Mirai Bio, Inc., an affiliate of Flagship Pioneering Fund VII, L.P (“Mirai”), expressing interest in altering the terms of the Company’s Research Collaboration Agreement with Novo Nordisk A/S and Pioneering Medicines 08, Inc., dated December 31, 2023. This Proposal entails Mirai acquiring all rights and obligations under the Collaboration Agreement, along with a non-exclusive, sublicensable license to Omega’s platform for discovering and developing epigenetic/epigenomic controllers. In return, Mirai proposes to assume $8,000,000 of Omega’s indebtedness under its Loan and Security Agreement with Pacific Western Bank.

The outlined modifications also incorporate Mirai or its designee assuming all existing rights and obligations under the Collaboration Agreement, inclusive of research and development commitments and payment entitlements under the Collaboration Agreement. Omega Therapeutics’ Board of Directors has formed a special committee dedicated to assessing the Proposal and any associated transactions, delegating the matter to Morris, Nichols, Arsht & Tunnell LLP for legal counsel throughout this process.

As of now, no definitive decision has been made by the Special Committee regarding the Proposal. Omega Therapeutics has clarified that it is not obliged to provide updates unless mandated by law or regulatory requirements. The Company emphasizes that the evaluation of the Proposal by the Special Committee does not ensure the fruition of a transaction, and there is uncertainty regarding the potential timeline, terms, and conditions of any prospective agreement.

Notably, this Current Report on Form 8-K containing forward-looking statements carries inherent risks and uncertainties, cautioning that the actual outcomes may differ from the forward-looking promises. Among the risks highlighted are the challenges associated with predicting development timelines and costs due to the innovative nature of Omega’s technology, the Company’s history of losses, the requirement for substantial additional financing, and the broader market and economic conditions.

While the Company retains the option to modify these forward-looking statements at a future date, Omega Therapeutics asserts no obligation to do so unless compelled by evolving circumstances. For further information on risks and factors influencing Omega Therapeutics’ operations, readers are directed to the “Risk Factors” section in the Company’s Quarterly Report on Form 10-Q for the quarter concluded on September 30, 2024, and subsequent SEC filings.

As this situation evolves, Omega Therapeutics remains committed to adhering to regulatory standards and ensuring transparency in its communications with stakeholders.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Omega Therapeutics’s 8K filing here.

About Omega Therapeutics

Omega Therapeutics, Inc operates as a clinical-stage biotechnology company. The company's OMEGA platform enables control of fundamental epigenetic processes to correct the root cause of disease by restoring aberrant gene expression to a range without altering native nucleic acid sequences. It also develops OTX-2002 for hepatocellular carcinoma; OTX-2101 for non-small cell lung cancer; omega epigenomic controllers (OEC) for inflammatory lung diseases, such as neutrophilic asthma, acute respiratory distress syndrome, dermatological, oncology, and rheumatological indications; OEC candidates for idiopathic pulmonary fibrosis; liver regeneration medicines; and OEC candidates for patients with diabetes and other conditions to treat corneal epithelial injury.