SEC Info - Omega Therapeutics, Inc. - ‘8-K’ for 12/11/23

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Omega Therapeutics, Inc. – ‘8-K’ for 12/11/23

On: Monday, 12/11/23, at 4:00pm ET · For: 12/11/23 · Accession #: 950170-23-69382 · File #: 1-40657

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/11/23  Omega Therapeutics, Inc.          8-K:5,9    12/11/23   11:510K                                   Donnelley … Solutions/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     53K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    294K 
 6: R1          Document and Entity Information                     HTML     51K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
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 8: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- omga-20231211_lab                     XML     48K 
 5: EX-101.PRE  XBRL Presentations -- omga-20231211_pre              XML     37K 
 3: EX-101.SCH  XBRL Schema -- omga-20231211                         XSD     11K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               13±    20K 
11: ZIP         XBRL Zipped Folder -- 0000950170-23-069382-xbrl      Zip     56K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

8-K

i 0001850838 i false i --12-3100018508382023-12-112023-12-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM i 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): i December 11, 2023

__________________________________

i Omega Therapeutics, Inc.

(Exact Name of Registrant as specified in its charter)

__________________________________

i Delaware

i 001-40657

i 81-3247585

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

i 140 First Street, i Suite 501

i Cambridge, i Massachusetts i 02141

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ( i 617) i 949-4360

N/A

(Former Name or Former Address, if Changed Since Last Report)

____________________________________

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:

i o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
i Common Stock, $0.001 par value per share	i OMGA	i The Nasdaq Global Select Market

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 i ☒

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. i ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 7, 2023, the Board of Directors (the “Board”) of Omega Therapeutics, Inc., a Delaware corporation (the “Company”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws:

•

Address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements.

•

Streamline procedural mechanics and enhance disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act), including, without limitation, by requiring additional background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to a stockholder’s solicitation of proxies.

•

Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white.

The Amended and Restated Bylaws also delete certain obsolete provisions and incorporate certain technical, modernizing, clarifying and conforming changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

3.1		Amended and Restated Bylaws of Omega Therapeutics, Inc.
104		Cover Page Interactive Data File - the cover page XBRL tags are 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.



Date: December 11, 2023	Omega Therapeutics, Inc.

	By:	/s/ *Mahesh Karande*
		Mahesh Karande
		President and Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	12/11/23	None on these Dates
	12/7/23
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/06/24  Omega Therapeutics, Inc.          10-Q        3/31/24   81:8.5M                                   Donnelley … Solutions/FA
 3/28/24  Omega Therapeutics, Inc.          10-K       12/31/23   94:15M                                    Donnelley … Solutions/FA

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Filing Submission 0000950170-23-069382 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)