Omega Therapeutics Files Chapter 11 Petition, Moves Forward with Stalking Horse Asset Purchase Agreement and Faces Nasdaq Delisting

Omega Therapeutics, Inc. (NASDAQ: OMGA) announced on February 18, 2025, that it has initiated a significant restructuring by filing a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The company, which remains in possession of its assets and continues operations as a “debtor in possession,” is taking steps to reorganize its business under the protections of bankruptcy law.

In connection with the Chapter 11 case, Omega Therapeutics unveiled a strategic development on February 17, 2025. The company submitted a motion requesting that the Bankruptcy Court approve procedures related to the sale of substantially all of its assets. The proposed process includes the establishment of bidding procedures, the authorization to enter into a Stalking Horse Agreement, and related bid protections. Under the terms of this agreement, which was formally entered into with Pioneering Medicines 08-B, Inc.—an affiliate of Flagship Pioneering—Omega Therapeutics agreed to sell substantially all of its assets for a base credit bid of not less than $11,461,086.00, along with the assumption of certain liabilities. The process is subject to higher or otherwise better offers and additional conditions, and a hearing on the motion is scheduled for March 12, 2025. Should a competitive bidding process ensue, the proposed bid deadline is set for April 1, 2025, with subsequent auction and sale hearings scheduled for April 3 and April 10, respectively.

Additionally, Omega Therapeutics received a notification from Nasdaq on February 18, 2025, indicating that its common stock would be delisted. The exchange’s decision was based in part on the commencement of the Chapter 11 proceedings and concerns regarding the company’s ability to maintain compliance with Nasdaq’s continued listing requirements. Trading in Omega’s common stock is scheduled to be suspended at the opening of business on February 25, 2025, with the delisting to be formalized through the filing of Form 25-NSE with the U.S. Securities and Exchange Commission.

The developments underscore a period of significant transition for Omega Therapeutics as it seeks to restructure its operations and explore strategic alternatives through the asset sale process. Forward-looking statements in the filing highlighted that the timing of events may differ materially due to various risks and uncertainties inherent in the restructuring process.

No further comment was provided regarding the matters disclosed in the filing.

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.