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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/03/23 Omega Therapeutics, Inc. 10-Q 6/30/23 81:10M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 3.10M 2: EX-10.1 Material Contract HTML 151K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 31K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 31K 5: EX-32.1 Certification -- §906 - SOA'02 HTML 27K 6: EX-32.2 Certification -- §906 - SOA'02 HTML 27K 12: R1 Document and Entity Information HTML 78K 13: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 124K 14: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 40K (Parenthetical) 15: R4 Condensed Consolidated Statements of Operations HTML 92K and Comprehensive Loss (Unaudited) 16: R5 Condensed Consolidated Statements of Stockholders' HTML 78K Equity (Unaudited) 17: R6 Condensed Consolidated Statements of Cash Flows HTML 115K (Unaudited) 18: R7 Nature of the Business and Basis of Presentation HTML 42K 19: R8 Summary of Significant Accounting Policies HTML 35K 20: R9 Marketable Securities HTML 57K 21: R10 Prepaid Expenses and Other Current Assets HTML 63K 22: R11 Property and Equipment, Net HTML 69K 23: R12 Accrued Expenses HTML 63K 24: R13 Term Loan HTML 130K 25: R14 Fair Value of Financial Instruments HTML 164K 26: R15 Commitments and Contingencies HTML 140K 27: R16 License Agreements HTML 59K 28: R17 Collaboration Agreement HTML 40K 29: R18 Preferred and Common Stock HTML 43K 30: R19 Equity Incentive Plan HTML 143K 31: R20 Net Loss Per Share Attributable to Common HTML 85K Stockholders 32: R21 Income Taxes HTML 30K 33: R22 Related Party Transactions HTML 43K 34: R23 Employee Benefits HTML 30K 35: R24 Subsequent Events HTML 32K 36: R25 Summary of Significant Accounting Policies HTML 38K (Policies) 37: R26 Marketable Securities (Tables) HTML 51K 38: R27 Prepaid Expenses and Other Current Assets (Tables) HTML 63K 39: R28 Property and Equipment, Net (Tables) HTML 64K 40: R29 Accrued Expenses (Tables) HTML 62K 41: R30 Term Loan (Tables) HTML 101K 42: R31 Fair Value of Financial Instruments (Tables) HTML 164K 43: R32 Commitments and Contingencies (Tables) HTML 110K 44: R33 Equity Incentive Plan (Tables) HTML 129K 45: R34 Net Loss Per Share Attributable to Common HTML 86K Stockholders (Tables) 46: R35 Nature of the Business and Basis of Presentation - HTML 50K Additional Information (Details) 47: R36 Marketable Securities - Summary of Marketable HTML 33K Securities (Details) 48: R37 Marketable Securities - Additional Information HTML 32K (Details) 49: R38 Prepaid Expenses and Other Current Assets - HTML 40K Summary of Prepaid Expenses and other Current Assets (Details) 50: R39 Property and Equipment, Net - Summary of Property HTML 43K and Equipment, Net (Details) 51: R40 Property and Equipment, Net - Additional HTML 26K Information (Details) 52: R41 Accrued Expenses - Summary of Accrued Expenses HTML 40K (Details) 53: R42 Term Loan - Additional Information (Details) HTML 117K 54: R43 Term Loan - Summary of Outstanding Term Loan HTML 33K Balance (Details) 55: R44 Term Loan - Summary of Interest Expense Recognized HTML 32K Related to Term loan (Details) 56: R45 Term Loan - Schedule of Principal Amount in HTML 35K Connection With Term Loan (Details) 57: R46 Fair Value of Financial Instruments - Summary of HTML 44K Fair Value of Financial Instruments (Details) 58: R47 Fair Value of Financial Instruments Additional HTML 28K Information (Details) 59: R48 Fair Value of Financial Instruments - Summary of HTML 39K Significant Quantitative Inputs Used to Determine Valuation of Success Fee Obligation (Details) 60: R49 Fair Value of Financial Instruments - Summary of HTML 32K Fair Values of Success Fee Obligation (Details) 61: R50 Commitments and Contingencies - Additional HTML 128K Information (Details) 62: R51 Commitments and Contingencies - Summary of HTML 31K Components of Lease Expense (Details) 63: R52 Commitments and Contingencies - Summary of HTML 29K Weighted Average Remaining Lease Term And Discount Rate Related to Leases (Details) 64: R53 Commitments and Contingencies - Summary of HTML 29K Supplemental Cash Flow Information Relating to Leases (Details) 65: R54 Commitments and Contingencies - Summary of HTML 36K Estimated Minimum Lease Payments (Details) 66: R55 License Agreements - Additional Information HTML 86K (Details) 67: R56 Collaboration Agreements (Additional Information) HTML 42K (Details) 68: R57 Preferred and Common Stock (Additional HTML 66K Information) (Details) 69: R58 Equity Incentive Plan - Additional Information HTML 61K (Details) 70: R59 Equity Incentive Plan - Summary of Stock-based HTML 32K Compensation Expense (Details) 71: R60 Equity Incentive Plan - Summary of Option Activity HTML 77K (Details) 72: R61 Net Loss Per Share Attributable to Common HTML 57K Stockholders - Summary of the Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) 73: R62 Net Loss Per Share Attributable to Common HTML 29K Stockholders - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share (Details) 74: R63 Related Party Transactions - Additional HTML 56K Information (Details) 75: R64 Employee Benefits (Additional Information) HTML 33K (Details) 76: R65 Subsequent Events - Additional Information HTML 45K (Details) 79: XML IDEA XML File -- Filing Summary XML 151K 77: XML XBRL Instance -- omga-20230630_htm XML 2.14M 78: EXCEL IDEA Workbook of Financial Report Info XLSX 138K 9: EX-101.CAL XBRL Calculations -- omga-20230630_cal XML 146K 11: EX-101.DEF XBRL Definitions -- omga-20230630_def XML 645K 10: EX-101.LAB XBRL Labels -- omga-20230630_lab XML 1.40M 8: EX-101.PRE XBRL Presentations -- omga-20230630_pre XML 997K 7: EX-101.SCH XBRL Schema -- omga-20230630 XSD 209K 80: JSON XBRL Instance as JSON Data -- MetaLinks 462± 747K 81: ZIP XBRL Zipped Folder -- 0000950170-23-037925-xbrl Zip 463K
EX-10.1 |
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
(ii) chemical storage rooms CC5 and RC5, (iii) penthouse storage room PH5, and (iv) Suite 105, containing approximately 89,246 rentable square feet of space in that certain building known as One Charles Park, Cambridge, Massachusetts. The Premises are more particularly described in the Lease. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
“Target Commencement Date: May 4, 2023”
Notwithstanding anything to the contrary contained in the Lease, Landlord and Tenant acknowledge and agree that the Commencement Date may occur prior to the Target Commencement Date if Landlord’s Work is Substantially Completed prior to the Target Commencement Date.
“Building: That certain building in the Project known as 140 First Street, Cambridge, Massachusetts, and located on the real property owned by Landlord and described on Exhibit B.”
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“Project: The project commonly known as “140 First Street” which consists of the real property on which the Building in which the Premises are located, together with all improvements thereon and appurtenances thereto as described on Exhibit B.”
Landlord and Tenant acknowledge and agree that, notwithstanding anything to the contrary contained in Exhibit B of the Lease, as of the Effective Date (i) any and all references in the Lease (including, without limitation, Exhibit A and Exhibit B of the Lease) to “One Charles Park” and “One Rogers Street” are hereby deleted, (ii) the property addresses associated with the legal description for the Project set forth on Exhibit B of the Lease now refer to 124, 130 and 140 First Street, and (iii) notwithstanding the foregoing, the entire Project shall be known as “140 First Street” and the mailing address for the entire Project is 140 First Street, Cambridge, Massachusetts 02142.
“Base Rent: $116.00 per rentable square foot of the Premises per year, subject to adjustment pursuant to Section 4 hereof.”
“2. Delivery; Acceptance of Premises; Commencement Date. Subject to the second to last sentence of this paragraph, Landlord shall use commercially reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant within 60 days after the Target Commencement Date (as such date may be extended by Force Majeure delays and/or Tenant Delays, the “Abatement Date”), Base Rent shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 180 days of the Target Commencement Date for any reason other than Force Majeure and/or Tenant Delays, this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated by Tenant, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. Notwithstanding the foregoing or anything to the contrary contained in this Lease or the Work Letter, Landlord and Tenant agree that (a) “Landlord’s Work” with respect to the Suite 105 Premises shall mean the construction of the Base Building Work only and shall not include the construction by Landlord of any Tenant Improvements in the Suite 105 Premises, (b) the Suite 105 Premises will be delivered to Tenant is shell condition, and (c) the Substantial Completion of Landlord’s Work in the Suite 105 Premises shall not require the issuance of a certificate of occupancy or temporary certificate of occupancy (or an equivalent approval having been issued) for the Suite 105 Premises. If Tenant does not elect to void this Lease within 5 business days of the lapse of such 180 day
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period set forth in this paragraph, such right to void this Lease shall be waived and this Lease shall remain in full force and effect.
The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; and (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. The “Suite 105 Rent Commencement Date” shall be July 31, 2023.
Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding, so long as Tenant is not conducting business in any portion of the Premises, the obligation to pay Base Rent and Operating Expenses with respect to the Premises.
For the period of 90 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13) serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Tenant shall also have the benefit of any warranties issued to Landlord in connection with Landlord’s Work related to the Premises.
Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and any Extension Terms which Tenant may elect pursuant to Section 39 hereof.
Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Landlord represents and warrants that the person signing this Lease on behalf of Landlord is duly authorized to execute and deliver this Lease on behalf of Landlord as a legally binding contract of Landlord. Tenant represents and warrants that the person signing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of Tenant as a legally binding contract of Tenant. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.”
(iii) in Section 3 and Section 5 of the Lease to “Phase 2 Premises Commencement Date” are hereby replaced with “Suite 105 Premises Rent Commencement Date,” (iv) in Section 7 and Section 10 of the Lease to “Phase 2 Premises Commencement Date” are hereby replaced with “Suite 105 Premises Rent Commencement Date,” and (v) in the Work Letter to “Phase 2 Premises,” “Phase 2 Target Commencement Date,” and “Phase 2 Commencement Date” are hereby deleted. For the avoidance of doubt, Tenant shall commence paying both Base Rent and
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Operating Expenses with respect to the Suite 105 Premises on the Suite 105 Premises Rent Commencement Date.
Tenant shall notify Landlord in writing by December 31, 2023 (the “Second Additional Tenant Improvement Allowance Election Date”), regarding how much of the Second Additional Tenant Improvement Allowance Tenant has elected to use. If Tenant fails to deliver such notice to Landlord by the Second Additional Tenant Improvement Allowance Election Date, Tenant shall be deemed to have elected not to use any portion of the Second Additional Tenant Improvement Allowance. Such election (or deemed election) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. Tenant acknowledges and agrees that (i) the amount of monthly Additional TI Rent payable by Tenant may not be calculated (or may be re-calculated) until after the Commencement Date, and (ii) the first installment of Additional TI Rent payable following such calculation (or re-calculation) of Additional TI Rent may consist of (x) the monthly installment of Additional TI Rent due for the calendar month immediately following calculation (or re-calculation) of TI Rent, plus (y) all outstanding and unpaid Additional TI Rent for the period commencing on the Commencement Date through the last day of the calendar month during which such calculation (or re-calculation) of TI Rent occurred.
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DocuSign Envelope ID: 5D3CE323-414A-498D-A95E-B45802F2F177
140 First Street, Suite 501
Cambridge MA 02142 Attn: Barbara Chan
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DocuSign Envelope ID: 5O3CE323-414A-4980-A95E-B45802F2F177
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written.
TENANT: |
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OMEGA THERAPEUTICS, INC., |
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a Delaware corporation |
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By: |
/s/ Mahesh Karande |
Name: |
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Its: |
President and Chief Executive Officer |
LANDLORD: |
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ARE-MA REGION NO. 94, LLC |
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a Delaware limited liability company |
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a Delaware limited partnership, |
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managing member |
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By: ARE-QRS CORP., |
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a Maryland corporation |
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general partner |
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By: |
/s/ Allison Grochola |
Name: |
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Title: |
Senior Vice President, RE Legal Affairs |
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/23 | ||||
Filed on: | 8/3/23 | 424B5, 8-K | ||
7/31/23 | ||||
For Period end: | 6/30/23 | |||
5/4/23 | 10-Q, 8-K | |||
7/22/22 | ||||
11/4/21 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Omega Therapeutics, Inc. 10-K 12/31/23 94:15M Donnelley … Solutions/FA 8/03/23 Omega Therapeutics, Inc. 424B5 1:403K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/03/21 Omega Therapeutics, Inc. 8-K:5,9 8/03/21 3:233K Donnelley … Solutions/FA 7/26/21 Omega Therapeutics, Inc. S-1/A 19:7.2M Donnelley … Solutions/FA 7/09/21 Omega Therapeutics, Inc. S-1 15:6.1M Donnelley … Solutions/FA |