Basic Stats
| CIK | 1850838 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Omega Therapeutics, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40657 Omega Therapeutics, Inc. (Exact name of registrant as specified in |
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| March 21, 2025 |
As filed with the Securities and Exchange Commission on March 21, 2025 As filed with the Securities and Exchange Commission on March 21, 2025 Registration No. |
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| March 21, 2025 |
As filed with the Securities and Exchange Commission on March 21, 2025 As filed with the Securities and Exchange Commission on March 21, 2025 Registration No. |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40657 OMEGA THERAPEUTICS, INC. THE NASDAQ GLOBAL SELECT MARKET (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or register |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 18, 2025 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commiss |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2025 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commiss |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2025 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commissi |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2025 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commissi |
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| January 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2025 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commissi |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 10, 2025 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commissi |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 29, 2024 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commiss |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 3, 2024 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2024 |
Exhibit 10.5 Separation Agreement and Release This Separation Agreement and Release (“Agreement”) is made by and between Mahesh Karande (“Executive”) and Omega Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement |
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| November 14, 2024 |
Exhibit 10.1 AMENDED AND RESTATED SHARED SPACE ARRANGEMENT This Amended and Restated Shared Space Arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 18th day of November, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 0 |
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| November 14, 2024 |
Exhibit 10.2 AMENDED AND RESTATED SHARED SPACE ARRANGEMENT This Amended and Restated Shared Space Arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 18th day of November, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 0 |
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| November 14, 2024 |
Exhibit 10.3 SHARED SPACE ARRANGEMENT This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 18th day of November, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 02141, and Flagship Labs 107, Inc., a Delaw |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2024 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| November 14, 2024 |
Exhibit 10.4 Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Kaan Certel (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”) effective as of November 14, 20 |
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| November 14, 2024 |
Exhibit 99.1 OMEGA THERAPEUTICS Harnessing the Power of Epigenomic Controllers Pioneering a New Class of Programmable Epigenomic Medicines November 2024 Disclaimer and Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2024 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commissio |
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| August 30, 2024 |
Exhibit 10.4 SHARED SPACE ARRANGEMENT This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of September, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 02141, and Flagship Labs 101, Inc., a Delaw |
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| August 30, 2024 |
Exhibit 10.2 AMENDED AND RESTATED SHARED SPACE ARRANGEMENT This Amended and Restated Shared Space Arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of September, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 0 |
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| August 30, 2024 |
Exhibit 10.5 SHARED SPACE ARRANGEMENT This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of September, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 02141, and Flagship Labs 104, Inc., a Delaw |
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| August 30, 2024 |
Exhibit 10.3 AMENDED AND RESTATED SHARED SPACE ARRANGEMENT This Amended and Restated Shared Space Arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of September, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 0 |
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| August 30, 2024 |
Exhibit 10.1 AMENDED AND RESTATED SHARED SPACE ARRANGEMENT This Amended and Restated Shared Space Arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of September, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 0 |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2024 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commissio |
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| August 6, 2024 |
Exhibit 10.5 AMENDMENT #1 TO SHARED SPACE ARRANGEMENT This Amendment #1 To Shared Space Arrangement (this “Amendment”) is made effective as of July 1, 2024, by and between OMEGA THERAPEUTICS, INC., a Delaware corporation (“Licensor” or “Tenant”), having an address of 140 First Street, Ste 501, Cambridge, MA 02141, and Metaphore Biotechnologies, Inc., (“Licensee” or “Space Occupant”), having an add |
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| August 6, 2024 |
Exhibit 10.2 Separation Agreement and Release This Separation Agreement and Release (“Agreement”) is made by and between Yan Moore (“Executive”) and Omega Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as d |
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| August 6, 2024 |
Exhibit 10.9 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is dated as of June 24, 2024 (the “Second Amendment Effective Date”), by and between ARE-MA REGION NO. 94, LLC, a Delaware limited liability company (“Landlord”), and OMEGA THERAPEUTICS, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| August 6, 2024 |
Non-Employee Director Compensation Program, effective May 28, 2024. Exhibit 10.1 Omega Therapeutics, Inc. Non-Employee Director Compensation Program (effective May 28, 2024) Non-employee members of the board of directors (the “Board”) of Omega Therapeutics, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall |
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| August 6, 2024 |
Exhibit 10.6 AMENDMENT #1 TO SHARED SPACE ARRANGEMENT This Amendment #1 To Shared Space Arrangement (this “Amendment”) is made effective as of July 1, 2024, by and between OMEGA THERAPEUTICS, INC., a Delaware corporation (“Licensor” or “Tenant”), having an address of 140 First Street, Ste 501, Cambridge, MA 02141, and Apriori Bio, Inc., (“Licensee” or “Space Occupant”), having an address of 140 Fi |
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| August 6, 2024 |
Separation Agreement, by and between Omega Therapeutics, Inc. and Joshua Reed, dated June 3, 2024. Exhibit 10.3 Separation Agreement and Release This Separation Agreement and Release (“Agreement”) is made by and between Joshua Reed (“Executive”) and Omega Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as |
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| August 6, 2024 |
Exhibit 10.10 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is dated as of July 31, 2024 (the “Third Amendment Effective Date”), by and between ARE-MA REGION NO. 94, LLC, a Delaware limited liability company (“Landlord”), and OMEGA THERAPEUTICS, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dat |
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| August 6, 2024 |
Omega Therapeutics Reports Second Quarter 2024 Financial Results and Highlights Recent Company Progress • Advanced MYCHELANGELO™ I trial; Company expects to select recommended dose for expansion and initiate monotherapy and combination expansion cohorts in fourth quarter of 2024 • Reinforced diverse capabilities of the OMEGA platform at scientific meetings, including demonstration of precise and durable upregulation of gene expression • Strengthened leadership team with appointment of Kaan Certel, Ph. |
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| August 6, 2024 |
Exhibit 10.8 SHARED SPACE ARRANGEMENT This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of August, 2024 (the “Effective Date”) by and between Omega Therapeutics, Inc., a Delaware corporation (“Licensor” or “Tenant”) with an address of 140 First Street, Ste 501, Cambridge, Massachusetts 02141, and Flagship Labs 97, Inc., a Delaware |
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| August 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 6, 2024 |
Exhibit 10.4 Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (this “Agreement”), is entered into on May 28, 2024, by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Barbara Chan (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”) and |
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| August 6, 2024 |
Exhibit 10.7 AMENDMENT #1 TO SHARED SPACE ARRANGEMENT This Amendment #1 To Shared Space Arrangement (this “Amendment”) is made effective as of July 1, 2024, by and between OMEGA THERAPEUTICS, INC., a Delaware corporation (“Licensor” or “Tenant”), having an address of 140 First Street, Ste 501, Cambridge, MA 02141, and Prologue Medicines, Inc. (formerly Flagship Labs 89, Inc.), (“Licensee” or “Spac |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 20, 2024 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commission |
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| June 24, 2024 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF OMEGA THERAPEUTICS, INC. The name of the corporation is Omega Therapeutics, Inc. The corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 13, 2016 under the name VL42, Inc. This Restated Certificate of Incorporation of the corporation, whic |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commission F |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 10, 2024 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorpor |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| May 6, 2024 |
Omega Therapeutics Reports First Quarter 2024 Financial Results and Highlights Recent Company Progress • Advanced MYCHELANGELO™ I trial dose escalation to Cohort 5; Presentation of additional monotherapy data and planned expansion into Phase 2 settings expected in mid-2024 • Presented new preclinical data demonstrating potential of a MYC-targeting epigenomic controller in NSCLC at AACR 2024 • Company to present new preclinical data demonstrating durable epigenomic upregulation and other OMEGA platform capabilities at ASGCT 2024 CAMBRIDGE, Mass. |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 6, 2024 |
Exhibit 10.1 OMEGA THERAPEUTICS, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Omega Therapeutics, Inc. (the “Company”). The Company has granted to the participant listed below (“P |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 29, 2024 | ||
| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 10, 2024 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commission |
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| March 28, 2024 |
Employment Agreement by and between Joshua Reed and the Registrant, dated April 28, 2022. Exhibit 10.9 Employment Agreement This Employment Agreement (this “Agreement”), dated as of April 28, 2022, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Joshua Reed (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”). This Agreement shall be effective as of the |
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| March 28, 2024 |
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 28, 2024 |
Exhibit 10.20 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Confidential Effective December 31, 2023 Omega Therapeutics, Inc. 140 First Street, Suite 501 Cambridge, Massachusetts 02141 Re: Waiver, Confirmation and Agreement Regarding Res |
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| March 28, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97 OMEGA THERAPEUTICS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Omega Therapeutics, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Po |
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| March 28, 2024 |
Exhibit 10.12 October 5, 2022 Richard A. Young, Ph.D. 1 Longfellow Place, Apt. 3510 Boston, MA 02114 Re: Amendment #3 to Consulting Agreement Dear Richard: This is in reference to the Consulting Agreement between VL42, d/b/a Omega Therapeutics, Inc., and Richard A. Young, Ph.D. dated November 7, 2016 (the “Agreement”). All capitalized terms used in this letter and not otherwise defined in this let |
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| March 28, 2024 |
Exhibit 10.22 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Confidential Effective December 31, 2023 Omega Therapeutics, Inc. 140 First Street, Suite 501 Cambridge, Massachusetts 02141 Re: Waiver, Confirmation and Agreement Regarding Res |
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| March 28, 2024 |
Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Executed Version Confidential OMEGA THERAPEUTICS, INC. 140 First Street, Suite 501 Cambridge, MA 02141 December 31, 2023 Flagship Pioneering Innovations V, Inc. c/o Flagship Pio |
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| March 28, 2024 |
Exhibit 10.13 October 6, 2023 Richard A. Young, Ph.D. 1 Longfellow Place, Apt. 3510 Boston, MA 02114 Re: Omega / Young - Amendment #4 to Consulting Agreement Dear Richard: This is in reference to the Consulting Agreement between VL42, d/b/a Omega Therapeutics, Inc., and Richard A. Young, Ph.D. dated November 7, 2016 (the “Agreement”). All capitalized terms used in this letter and not otherwise def |
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| March 28, 2024 |
Omega Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Strategic Update • Advanced OTX-2002 in MYCHELANGELO™ I trial; initial cohorts demonstrated encouraging disease control rate in late-stage HCC patients • Established a research collaboration with Novo Nordisk to develop an epigenomic controller for obesity, expanding the pipeline into the cardiometabolic space • Announced strategic prioritization to focus resources on potential near-term value drivers, support long-term growth, and extend cash runway into Q1 2025 CAMBRIDGE, Mass. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40657 Omega Therapeut |
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| February 9, 2024 |
OMGA / Omega Therapeutics, Inc. / HarbourVest Partners L.P. - SC 13G/A Passive Investment SC 13G/A 1 d764529dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Omega Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68217N105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch |
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| February 9, 2024 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d764529dex991.htm EX-99.1 Exhibit 1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Ex |
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| January 5, 2024 |
Omega Therapeutics Announces Research Collaboration with Novo Nordisk to Develop a Novel Therapeutic for Obesity Management - Collaboration will leverage Omega’s proprietary platform to develop an epigenomic controller designed to increase metabolic activity and support obesity management – CAMBRIDGE, Mass. |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 2023 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commiss |
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| January 5, 2024 |
Corporate Presentation by Omega Therapeutics, Inc., dated January 2024 |
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| December 11, 2023 |
Amended and Restated Bylaws of Omega Therapeutics, Inc. AMENDED AND RESTATED BYLAWS OF OMEGA THERAPEUTICS, INC. (a Delaware corporation) TABLE OF CONTENTS Page Article I CORPORATE OFFICES 1 1.1 Registered office 1 1.2 Other offices 1 Article II MEETINGS OF STOCKHOLDERS 1 2.1 Place of meetings 1 2.2 Annual meeting 1 2.3 Special meeting 1 2.4 Advance Notice Procedures for Business Brought Before a Meeting 2 2.5 Advance Notice Procedures for Nominations o |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2023 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commiss |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| November 9, 2023 |
Omega Therapeutics Reports Third Quarter 2023 Financial Results and Highlights Recent Company Progress • Announced promising preliminary clinical data for OTX-2002 from ongoing MYCHELANGELO™ I trial; clinical proof-of-platform established with potential applicability across a broad range of diseases • Advanced OMEGA platform capabilities and presented new preclinical data on multiple epigenomic controller programs at medical meetings • Further strengthened Board of Directors with appointment of Chris Schade as Chairman and addition of Michelle C. |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commissi |
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| September 26, 2023 |
September 26, 2023 MYCHELANGELO™ I: Preliminary Phase 1 Clinical Update September 26, 2023 MYCHELANGELO™ I: Preliminary Phase 1 Clinical Update Disclaimer and Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2023 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commis |
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| September 22, 2023 |
Fifth Amendment to Loan and Security Agreement, dated September 22, 2023 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 22, 2023, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and OMEGA THERAPEUTICS, INC. |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 22, 2023 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commis |
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| August 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 26, 2023 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation or organiza |
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| August 3, 2023 |
EX-99.1 Exhibit 99.1 Omega Therapeutics Reports Second Quarter 2023 Financial Results and Highlights Recent Company Progress • Continued Enrollment in Monotherapy Dose Escalation Stage of Phase 1/2 MYCHELANGELO™ I Study; Preliminary First-in-Human Safety, Tolerability, Pharmacologic and Translational Data Anticipated in the Fourth Quarter of 2023 • Presented New Preclinical Data at the American So |
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| August 3, 2023 |
Up to $60,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268254 PROSPECTUS SUPPLEMENT (To Prospectus dated November 18, 2022) Up to $60,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, relating to shares of our common stock, par value $0.001 per share, offered by this prospectus supplement and the ac |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2023 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation or organizat |
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| August 3, 2023 |
DocuSign Envelope ID: 5D3CE323-414A-498D-A95E-B45802F2F177 Exhibit 10.1 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is dated as of May 3 , 2023 (the “Effective Date”), by and between ARE-MA REGION NO. 94, LLC, a Delaware limited liability company (“Landlord”), and OMEGA THERAPEUTICS, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are pa |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| August 3, 2023 |
EX-10.1 Exhibit 10.1 OPEN MARKET SALE AGREEMENTSM August 3, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Omega Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’ |
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| July 13, 2023 |
SHARED SPACE ARRANGEMENT This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of August, 2023 (the “Effective Date”) by and between Omega Therapeutics, Inc. |
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| July 13, 2023 |
SHARED SPACE ARRANGEMENT This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of September, 2023 (the “Effective Date”) by and between Omega Therapeutics, Inc. |
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| July 13, 2023 |
SHARED SPACE ARRANGEMENT This shared space arrangement (this “Shared Space Arrangement”) is made and entered into effective as of the 1st day of August, 2023 (the “Effective Date”) by and between Omega Therapeutics, Inc. |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 11, 2023 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commission |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 10, 2023 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation or organizati |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 OMEGA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| May 4, 2023 |
EX-99 2 omga-ex991.htm EX-99.1 Omega Therapeutics Reports First Quarter 2023 Financial Results and Highlights Recent Company Progress • Continued to Advance Monotherapy Dose Escalation Stage of Ongoing Phase 1/2 MYCHELANGELO™ I Study; Preliminary Data Anticipated in 2023 • Announced Clinical Supply Agreement with Roche to Evaluate OTX-2002 in Combination with Atezolizumab in MYCHELANGELO I Study • |
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| May 4, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Omega Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 25, 2023 | ||
| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-406 |
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| March 1, 2023 |
Omega Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update • Advanced Company’s Lead Program, OTX-2002, in the Clinic; Preliminary Data from Phase 1/2 MYCHELANGELO™ I Trial Anticipated in 2023 • Progressed IND-enabling Studies for OTX-2101; Company’s Development Candidate for MYC-driven Non-Small Cell Lung Cancer to Utilize a Novel Lung-Targeting Lipid Nanoparticle • Ended the Year with Cash, Cash Equivalents and Marketable Securities of $124. |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 1, 2023 |
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40657 Omega Therapeut |
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| February 27, 2023 |
OMGA / Omega Therapeutics Inc / Flagship Ventures Fund V, L.P. - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* OMEGA THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68217N 105 (CUSIP Number) Noubar B. Afeyan, Ph.D. Flagship Pioneering 55 Cambridge Parkway, Suite 800E Cambridge, MA 02142 (617) 868-1888 (Name, |
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| February 27, 2023 |
EX-99.1 2 d459978dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 19 |
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| February 23, 2023 |
Form of Securities Purchase Agreement. EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Omega Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms an |
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| February 23, 2023 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268254 PROSPECTUS SUPPLEMENT 6,920,415 Shares Common Stock We are offering 6,920,415 shares of our common stock in a registered direct offering directly to investors, or the Investors, pursuant to this prospectus supplement and the accompanying prospectus and securities purchase agreement with the Investors. This offerin |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2023 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation or organi |
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| November 16, 2022 |
November 16, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 8, 2022 |
Omega Therapeutics Reports Third Quarter 2022 Financial Results and Recent Corporate Highlights Omega Therapeutics Reports Third Quarter 2022 Financial Results and Recent Corporate Highlights ? First Patient Dosed in Phase 1/2 MYCHELANGELOTM I Trial of OTX-2002 ? OTX-2002 Granted Orphan Drug Designation by U. |
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| November 8, 2022 |
As filed with the Securities and Exchange Commission on November 8, 2022 Table of Contents As filed with the Securities and Exchange Commission on November 8, 2022 Registration No. |
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| November 8, 2022 |
Exhibit 4.3 OMEGA THERAPEUTICS, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establis |
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| November 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Omega Therapeutics, Inc. |
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| October 12, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2022 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commissi |
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| September 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2022 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation or organiza |
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| August 4, 2022 |
EX-99.1 2 omga-ex991.htm EX-99.1 Exhibit 99.1 Omega Therapeutics Reports Second Quarter 2022 Financial Results and Highlights Recent Company Progress • FDA Clearance of IND Application for OTX-2002, the First Ever Epigenomic Controller, for MYC Driven Hepatocellular Carcinoma Received • Launch of Phase 1/2 Clinical Trial Under the MYCHELANGELOTM Clinical Program in Patients Expected in 2H’22 • Dat |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 04, 2022 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 9, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 OMEGA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 4, 2022 |
Employment Agreement by and between Joshua Reed and the Registrant, dated April 28, 2022. Exhibit 10.4 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of [ ], 2022, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Joshua Reed (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?). This Agreement shall be effective as of the date |
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| May 4, 2022 |
Employment Agreement by and between Kevin McManus and the Registrant, dated February 3, 2022. Exhibit 10.2 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of February 03, 2022, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Kevin McManus (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?). This Agreement shall be effective as o |
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| May 4, 2022 |
Employment Agreement by and between Ling Zeng and the Registrant, dated March 18, 2022. Exhibit 10.3 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of March 18, 2022, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Ling Zeng (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?). This Agreement shall be effective as of the d |
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| May 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 04, 2022 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| May 4, 2022 |
Exhibit 99.1 Omega Therapeutics Reports First Quarter 2022 Financial Results and Highlights Recent Company Progress ? Investigational New Drug Application for OTX-2002 for MYC Driven Hepatocellular Carcinoma on Track to be Submitted in the First Half of 2022 ? Additional Omega Epigenomic Controller? Development Candidates on Track to be Nominated in the Middle of 2022 ? $200.8 Million in Cash, Cas |
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| April 29, 2022 | ||
| April 29, 2022 |
Definitive Proxy Statement on Schedule 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2022 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 10, 2022 |
Exhibit 10.14 AMENDMENT NO. 1 TO THE SHARED SPACE ARRANGEMENT This AMENDMENT NO. 1 TO THE SHARED SPACE ARRANGEMENT (the ?Amendment?), is made effective as of January 31, 2022 (the ?Effective Date?) by and between SENDA BIOSCIENCES, Inc., (formerly Kintai Therapeutics, Inc.) a Delaware corporation (?Licensor?), and OMEGA THERAPEUTICS, INC., a Delaware corporation (?Licensee?). All capitalized terms |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 10, 2022 |
Lease Agreement between Omega Therapeutics, Inc. and ARE-MA Region No, 94, LLC. EX-10.13 6 omga-ex1013.htm EX-10.13 DocuSign Envelope ID: 95812A0E-597B-4C31-9F12-CB594CA06309 Exhibit 10.13 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 4 day of November, 2021, between ARE-MA REGION NO. 94, LLC, a Delaware limited liability company (“Landlord”), and OMEGA THERAPEUTICS, INC., a Delaware corporation (“Tenant”). Premises: That portion of the Building containing |
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| March 10, 2022 |
Consulting Agreement by and between Richard A. Young and the Registrant, dated November 7, 2016. Exhibit 10.9 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?), made this 7th day of November, 2016 (the ?Effective Date?) is entered into by VL42, Inc., a Delaware corporation with offices at 55 Cambridge Parkway, 8th Floor, Cambridge, MA 02142 (the ?Company?), and Richard A. Young, Ph.D., (the ?Consultant?) (each herein referred to individually as a ?Party,? or collectively as the |
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| March 10, 2022 |
Employment Agreement by and between Yan Moore and the Registrant, dated December 12, 2021. Exhibit 10.8 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of December 12, 2021, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Yan Moore (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?). This Agreement shall be effective as of th |
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| March 10, 2022 |
Exhibit 10.10 October 29, 2021 Richard A. Young, Ph.D. [XXX] [XXX] Re: Amendment to Consulting Agreement Dear Richard: This is in reference to the Consulting Agreement between VL42, d/b/a Omega Therapeutics, Inc., and Richard A. Young, Ph.D. dated November 7, 2016 (the ?Agreement?). All capitalized terms used in this letter and not otherwise defined in this letter shall have the same meaning as in |
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| March 10, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Incorporation Omega Therapeutics Security Corporation Massachusetts |
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| March 10, 2022 |
EX-4.4 2 omga-ex44.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK As of December 31, 2021, Omega Therapeutics, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our” and the “Company” refer to Omega Therapeutics, Inc. and not to any of its subsidiaries. Capital Structure The f |
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| March 10, 2022 |
Exhibit 99.1 Omega Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Outlines Key Corporate Objectives for 2022 ? Investigational New Drug Application for OTX-2002 for c-Myc Driven Hepatocellular Carcinoma On Track to be Submitted in the First Half of 2022 ? Additional Omega Epigenomic Controller? Development Candidates Targeted to be Announced in the First Half of 2022 |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40657 Omega Therapeut |
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| February 14, 2022 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G Exhibit 1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. |
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| February 14, 2022 |
OMGA / Omega Therapeutics, Inc. / HarbourVest Partners L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Omega Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68217N105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| December 21, 2021 |
Fourth Amendment to Loan and Security Agreement, dated December 20, 2021. Exhibit 10.1 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment to Loan and Security Agreement (this ?Amendment?) is entered into as of December 20, 2021, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Bank?), and OMEGA THERAPEUTICS, INC. (?Borrower?), RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of March 9 |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 10, 2021 |
Exhibit 99.1 Omega Therapeutics Reports Third Quarter 2021 Financial Results and Outlines Key Corporate Objectives ? OTX-2002, the Company?s Lead Program Targeting c-MYC for the Treatment of Hepatocellular Carcinoma, is Currently Advancing Through IND-Enabling Studies; Good Progress Across Broad Pipeline ? Established Strategic Collaboration with Stanford University School of Medicine for Potentia |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 04, 2021 Omega Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40657 81-3247585 (State or Other Jurisdiction of Incorporation) (Commiss |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40657 Omega Therapeutics, Inc. |
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| September 10, 2021 |
EX-99.1 2 omga-ex9916.htm EX-99.1 Exhibit 99.1 Omega Therapeutics Reports Second Quarter 2021 Financial Results and Outlines Key Corporate Objectives • Strong Balance Sheet to Fund Pipeline of Omega Epigenomic Controllers™ with $122.4 Million in Cash and Cash Equivelents as of June 30, 2021 and additional $141.1 Million in Gross Proceeds from the Initial Public Offering (IPO) in the Third Quarter |
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| September 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 10, 2021 Omega Therapeutics, Inc. (Exact Name of Registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation) (Commis |
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| August 6, 2021 |
EX-99.1 2 d209189dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. |
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| August 6, 2021 |
OMGA / Omega Therapeutics, Inc. / Flagship Ventures Fund V, L.P. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* OMEGA THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68217N 105 (CUSIP Number) Noubar B. Afeyan, Ph.D. Flagship Pioneering 55 Cambridge Parkway, Suite 800E Cambridge, MA 02142 (617) 868-1888 (Name, Address an |
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| August 3, 2021 |
Restated Certificate of Incorporation. Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF OMEGA THERAPEUTICS, INC. The name of the corporation is Omega Therapeutics, Inc. The corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 13, 2016 under the name VL42, Inc. This Restated Certificate of Incorporation of the corporation, whic |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2021 OMEGA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40657 81-3247585 (State or other jurisdiction of incorporation or organizat |
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| August 3, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OMEGA THERAPEUTICS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PROCEDURES F |
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| August 2, 2021 |
As filed with the Securities and Exchange Commission on August 2, 2021 As filed with the Securities and Exchange Commission on August 2, 2021 Registration No. |
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| August 2, 2021 |
Exhibit 4.3 RESTATED CERTIFICATE OF INCORPORATION OF OMEGA THERAPEUTICS, INC. The name of the corporation is Omega Therapeutics, Inc. The corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 13, 2016 under the name VL42, Inc. This Restated Certificate of Incorporation of the corporation, whic |
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| August 2, 2021 |
7,400,000 Shares Omega Therapeutics, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257794 7,400,000 Shares Omega Therapeutics, Inc. Common Stock This is an initial public offering of shares of common stock of Omega Therapeutics, Inc. We are offering 7,400,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share i |
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| July 27, 2021 |
July 27, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 27, 2021 |
July 27, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Omega Therapeutics, Inc. Registration Statement on Form S-1 Registration No. 333-257794 Acceleration Request Requested Date: July 29, 2021 Requested Time: 4:00 PM, Eastern Daylight Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities A |
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| July 26, 2021 |
Form of Indemnification Agreement between Omega Therapeutics, Inc. and its directors and officers. Exhibit 10.8 OMEGA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of , 2021 between Omega Therapeutics, Inc., a Delaware corporation (the ?Company?), and [Name] (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities un |
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| July 26, 2021 |
Exhibit 10.9 SHARED SPACE ARRANGEMENT This shared space arrangement (this ?Shared Space Arrangement?) is made and entered into as of the 13th day of July, 2020 (the ?Effective Date?) by and between Kintai Therapeutics, Inc., a Delaware corporation (?Licensor?), and Omega Therapeutics, Inc., a Delaware corporation (?Licensee?), with an address as identified on the signature page of this Shared Spac |
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| July 26, 2021 |
2021 Employee Stock Purchase Plan. Exhibit 10.3 OMEGA THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to q |
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| July 26, 2021 |
Non-Employee Director Compensation Program. Exhibit 10.4 OMEGA THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of Omega Therapeutics, Inc. (the ?Company?) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). The cash and equity compensation described in this Program shall be paid or be made, as a |
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| July 26, 2021 |
Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED DEVELOPMENT AND OPTION AGREEMENT BETWEEN ACUITAS THERAPEUTICS, INC. AND OMEGA THERAPEUTICS, INC. EXECUTION COPY Development and Option Agreement by and between ACUITAS THERAPEUTICS, INC. and OMEGA THERAP |
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| July 26, 2021 |
2021 Incentive Award Plan and form of agreements thereunder. Exhibit 10.2 OMEGA THERAPEUTICS, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Pl |
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| July 26, 2021 |
Employment Agreement by and between Mahesh Karande and the Registrant, dated July 25, 2021. Exhibit 10.17 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of July 25, 2021, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Mahesh Karande (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?), and will become effective, if at all, up |
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| July 26, 2021 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OMEGA THERAPEUTICS, INC. Omega Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation duly adopted resolutions recommending and decla |
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| July 26, 2021 |
Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF OMEGA THERAPEUTICS, INC. The name of the corporation is Omega Therapeutics, Inc. The corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 13, 2016 under the name VL42, Inc. This Restated Certificate of Incorporation of the corporation, whic |
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| July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 81-3247585 (State or incorporation or organization) (IRS Employer Identification No.) 20 Acorn Park Drive, C |
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| July 26, 2021 |
As filed with the Securities and Exchange Commission on July 26, 2021 Table of Contents As filed with the Securities and Exchange Commission on July 26, 2021 Registration No. |
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| July 26, 2021 |
Employment Agreement by and between Thomas McCauley and the Registrant, dated July 24, 2021. Exhibit 10.18 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of July 24, 2021, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Thomas McCauley, Ph.D. (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?), and will become effective, if at |
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| July 26, 2021 |
Specimen Certificate of Common Stock. EX-4.2 6 d45893dex42.htm EX-4.2 Exhibit 4.2 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.001 COMMON STOCK Certificate Number ZQ00000000 Shares * * 000000 ****************** * * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 OMEGA THERAPEUTICS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIE |
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| July 26, 2021 |
Lease Agreement between BMR-325 Vassar Street LLC and the Registrant, dated November 30, 2017. EX-10.10 13 d45893dex1010.htm EX-10.10 Exhibit 10.10 LEASE by and between BMR-325 VASSAR STREET LLC, a Delaware limited liability company and OMEGA THERAPEUTICS, INC. a Delaware corporation BioMed Realty form dated 5/20/16 Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 1 3. Term 3 4. Possession and Commencement Date 4 5. Condition of Premises 6 6. Rentable Area 6 7. Rent 7 8. R |
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| July 26, 2021 |
Form of Restated Bylaws of the Registrant (to be effective upon the closing of this offering) Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF OMEGA THERAPEUTICS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PROCEDURES F |
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| July 26, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Omega Therapeutics, Inc. Common Stock Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC Jefferies LLC Piper Sandler & Co. As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Piper Sandler & Co. |
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| July 26, 2021 |
Exhibit 10.11 OMEGA THERAPEUTICS, INC. PACIFIC WESTERN BANK LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of March 9, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Bank?) and OMEGA THERAPEUTICS, INC. (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend cre |
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| July 26, 2021 |
Employment Agreement between Roger Sawhney and the Registrant, dated July 24, 2021 Exhibit 10.19 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of July 24, 2021, is made by and between Omega Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Roger Sawhney, M.D. (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?), and will become effective, if at al |
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| July 19, 2021 |
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY OMEGA THERAPEUTICS, INC. 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Milan July 1 |
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| July 9, 2021 |
Offer Letter between Roger Sawhney and the Registrant, dated March 25, 2020 Exhibit 10.7 March 25, 2020 Roger Sawhney [XXX] [XXX] Dear Roger, On behalf of Omega Therapeutics, Inc. (the ?Company?), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the ?Offer Letter?) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company. 1. St |
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| July 9, 2021 |
EX-10.15 13 d45893dex1015.htm EX-10.15 Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED DEVELOPMENT AND OPTION AGREEMENT BETWEEN ACUITAS THERAPEUTICS, INC. AND OMEGA THERAPEUTICS, INC. EXECUTION COPY Development and Option Agreement by and between ACUI |
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| July 9, 2021 |
200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco July 9, 2021 Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore VIA EDGAR Los Angeles Tokyo Madrid Washin |
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| July 9, 2021 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF |
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| July 9, 2021 |
Amended and Restated Investor Rights’ Agreement, dated March 4, 2021. EX-4.1 4 d45893dex41.htm EX-4.1 Exhibit 4.1 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of March 4, 2021, by and among Omega Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Inve |
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| July 9, 2021 |
EX-10.14 12 d45893dex1014.htm EX-10.14 Exhibit 10.14 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT LICENSE AGREEMENT (CO-EXCLUSIVE) This Agreement, effective as of May 22, 2019 (the “EFFECTIVE DATE”), is between |
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| July 9, 2021 |
Offer Letter between Mahesh Karande and the Registrant, dated March 2, 2019 Exhibit 10.5 215 First Street, Suite 400-S Cambridge, MA 02142 617.949.4360 omegatherapeutics.com March 2, 2019 Mahesh Karande [XXX] [XXX] Dear Mahesh, On behalf of Omega Therapeutics (the ?Company?), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the ?Offer Letter?) and the accompanying documents and agreements summa |
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| July 9, 2021 |
Offer Letter between Tom McCauley and the Registrant, dated July 10, 2019 Exhibit 10.6 July 10, 2019 Tom McCauley [XXX] [XXX] Dear Tom, On behalf of Omega Therapeutics, Inc. (the ?Company?), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the ?Offer Letter?) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company. 1. Starti |
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| July 9, 2021 |
Bylaws of the Registrant (currently in effect) Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OMEGA THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II DIRECTORS 5 2.1 General |
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| July 9, 2021 |
EX-10.12 10 d45893dex1012.htm EX-10.12 Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Execution Copy LICENSE AGREEMENT This License Agreement (this “Agreement”), effective on March 12, 2019 (the “Effective Date”) is by and between Flagship Pioneering |
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| July 9, 2021 |
2017 Equity Incentive Plan, as amended, and form of option agreements thereunder Exhibit 10.1 OMEGA THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN ARTICLE I. PURPOSE. The purpose of the Plan is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better ali |
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| July 9, 2021 |
Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT LICENSE AGREEMENT This Agreement, effective as of May 22, 2019 (the ?EFFECTIVE DATE?), is between the Whitehead Institute for Biomedical Research (?WHIT |
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| July 9, 2021 |
Power of Attorney (included on signature page) Table of Contents As filed with the Securities and Exchange Commission on July 9, 2021 Registration No. |
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| July 9, 2021 |
EX-10.16 14 d45893dex1016.htm EX-10.16 Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN ACUITAS THERAPEUTICS, INC. AND OMEGA THERAPEUTICS, INC. MYC EXECUTION COPY NON-EXCLUSIVE LICENSE AGREEMENT by and between AC |
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| July 9, 2021 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OMEGA THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Omega Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. |
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| July 2, 2021 |
WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT LICENSE AGREEMENT (CO-EXCLUSIVE) EX-10.14 4 filename4.htm Exhibit 10.14 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT LICENSE AGREEMENT (CO-EXCLUSIVE) This Agreement, effective as of May 22, 2019 (the “EFFECTIVE DATE”), is between the Whitehead |
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| July 2, 2021 |
DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on July 2, 2021 as Amendment No. 2 to the Draft Registration Statement Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter |
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| July 2, 2021 |
Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED DEVELOPMENT AND OPTION AGREEMENT BETWEEN ACUITAS THERAPEUTICS, INC. AND OMEGA THERAPEUTICS, INC. EXECUTION COPY Development and Option Agreement by and between ACUITAS THERAPEUTICS, INC. and OMEGA THERAP |
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| July 2, 2021 |
WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT LICENSE AGREEMENT EX-10.13 3 filename3.htm Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT LICENSE AGREEMENT This Agreement, effective as of May 22, 2019 (the “EFFECTIVE DATE”), is between the Whitehead Institute for B |
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| July 2, 2021 |
EX-10.16 6 filename6.htm Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN ACUITAS THERAPEUTICS, INC. AND OMEGA THERAPEUTICS, INC. MYC EXECUTION COPY NON-EXCLUSIVE LICENSE AGREEMENT by and between ACUITAS THERAPEU |
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| July 2, 2021 |
Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Execution Copy LICENSE AGREEMENT This License Agreement (this ?Agreement?), effective on March 12, 2019 (the ?Effective Date?) is by and between Flagship Pioneering Innovations V, Inc., a Delaware corpor |
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| June 22, 2021 |
Exhibit 10.6 July 10, 2019 Tom McCauley [XXX] [XXX] Dear Tom, On behalf of Omega Therapeutics, Inc. (the ?Company?), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the ?Offer Letter?) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company. 1. Starti |
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| June 22, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OMEGA THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Omega Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, D |
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| June 22, 2021 |
DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 21, 2021 as Amendment No. 1 to the Draft Registration Statement Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Omega Therapeutics, Inc. (Exact name of registrant as speci |
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| June 22, 2021 |
EX-10.5 7 filename7.htm Exhibit 10.5 215 First Street, Suite 400-S Cambridge, MA 02142 617.949.4360 omegatherapeutics.com March 2, 2019 Mahesh Karande [XXX] [XXX] Dear Mahesh, On behalf of Omega Therapeutics (the “Company”), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the “Offer Letter”) and the accompanying docume |
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| June 22, 2021 |
AMENDED AND RESTATED OMEGA THERAPEUTICS, INC. EX-3.2 3 filename3.htm Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OMEGA THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II D |
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| June 22, 2021 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF |
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| June 22, 2021 |
OMEGA THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN Exhibit 10.1 OMEGA THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN ARTICLE I. PURPOSE. The purpose of the Plan is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better ali |
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| June 22, 2021 |
EX-10.7 9 filename9.htm Exhibit 10.7 March 25, 2020 Roger Sawhney [XXX] [XXX] Dear Roger, On behalf of Omega Therapeutics, Inc. (the “Company”), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment |
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| June 22, 2021 |
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.1 SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (the ?Agreement?) is made as of March 4, 2021, by and among Omega Therapeutics, Inc., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an ?Investor?, and together with any sub |
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| June 21, 2021 |
June 21, 2021 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N. |
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| May 10, 2021 |
As confidentially submitted to the Securities and Exchange Commission on May 7, 2021 DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 7, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Omega Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2836 81-3247585 (State or oth |
