Omega Therapeutics, Inc.: Nasdaq/NYSE listing notice — Omega Therapeutics enters RSA for Chapter 11, plans asset sale after loan default

Omega Therapeutics, Inc.

Entered Restructuring Support Agreement with Flagship affiliate for $1.4M bridge loan and DIP loan to fund Chapter 11 process.
Plans to file Chapter 11 by Feb 10, 2025; seeks Bankruptcy Court approval for stalking horse asset sale to Supporting Party.
Received Nasdaq delisting notice for bid price below $1; has until July 28, 2025 to regain compliance.
Loan from Banc of California terminated after default notice and setoff of $14.7M; company believes default not valid.
Approved workforce reduction of up to 17 employees and retention bonuses for CEO ($40K) and CAO ($81.4K).

item 1.01 item 1.02 item 2.03 item 3.01 item 5.02 item 8.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Omega Therapeutics, Inc. incurred term loan of approximately $1,400,000 with Pioneering Medicines 08-B, Inc..

Instrument: term loan
Principal: approximately $1,400,000
Counterparty: Pioneering Medicines 08-B, Inc.
Event: incurrence

Exact text from the filing

the Supporting Party, as bridge lender, has agreed to make a bridge term loan (the “Bridge Loan”) to the Company in a total aggregate principal amount of approximately $1,400,000, in the form of a secured promissory note.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Omega Therapeutics, Inc. incurred credit facility with Pioneering Medicines 08-B, Inc..

Instrument: credit facility
Counterparty: Pioneering Medicines 08-B, Inc.
Event: incurrence

Exact text from the filing

the Supporting Party, as post-petition lender to the debtor-in-possession, has agreed to make a senior secured superpriority debtor-in-possession loan (the “DIP Loan”) to the Company consisting of (a) new money term loan commitments from the Supporting Party and (b) a roll-up of the Bridge Loan (the “Roll-Up Loans”).

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Omega Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: minimum bid price
Rules: 5450(a)(1)

Exact text from the filing

January 29, 2025, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the bid price for the Company’s co

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Omega Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: minimum bid price
Rules: 5450(a)(1)

Exact text from the filing

January 29, 2025, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the bid price for the Company’s common stock, par value $0.001 per share (the “Common Stock”), had closed below the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Global Market as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The Notice has no effect at this time on the listing of the Common Stock, which continues to trade on The Nasdaq G

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Source: SEC EDGAR

accession 0001193125-25-019359

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