UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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(Exact Name of Registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On September 22, 2023, Omega Therapeutics, Inc. (the “Company”) and Pacific Western Bank (the “Bank”) entered into the Fifth Amendment (the “Amendment”) to the Loan and Security Agreement, dated as of March 9, 2018, and as amended on September 30, 2019, January 22, 2020, December 30, 2020 and December 20, 2021 (as amended by the Amendment, the “Loan Agreement”). The Amendment, among other things, extends the maturity date of the Loan Agreement from September 30, 2025 until September 30, 2027, subject to further extension to September 30, 2028 upon receipt by the Company on or before December 31, 2024 of at least $50.0 million of cash proceeds from the sale of its equity securities and/or non-refundable upfront strategic partnership proceeds. The Company further agreed to pay to Bank a fee of $100,000 upon receipt of at least $50.0 million in aggregate gross proceeds from the sale of equity securities and/or BD upfront payments, above and beyond the achievement of milestones associated with the success fee under the Fourth Amendment to the Loan Agreement. Pursuant to the Amendment, the Company will at all times maintain with Bank a balance of at least $5.0 million of unrestricted cash, subject to termination upon the Company’s prepayment of outstanding loans in an aggregate amount of at least $5.0 million or if the principal balance of the loans is less than $10.0 million. The Amendment is subject to customary representations, warranties and conditions.
The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 and which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
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10.1 |
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Fifth Amendment to Loan and Security Agreement, dated September 22, 2023 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: September 22, 2023 |
Omega Therapeutics, Inc. |
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By: |
/s/ Mahesh Karande |
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Mahesh Karande |
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President and Chief Executive Officer |
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