Omeros Corp. Files 8-K: Material Agreement and Financial Obligations

TL;DR

OMER signed a material agreement creating financial obligations, details to follow.

AI Summary

On June 3, 2024, Omeros Corp. entered into a Material Definitive Agreement, creating a direct financial obligation. The company also made a Regulation FD disclosure and reported other events, including financial statements and exhibits. Specific details of the agreement and its financial implications are not fully disclosed in this initial filing.

Why It Matters

This filing indicates Omeros Corp. has entered into a significant agreement that creates financial obligations, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, suggesting potential financial risks or opportunities that require further investigation.

Key Players & Entities

• OMEROS CORP (company) — Registrant
• 0001437749-24-018964 (filing_id) — Accession Number
• June 3, 2024 (date) — Date of Report
• 201 ELLIOTT AVENUE WEST SEATTLE WA 98119 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock , $0.01 par value per share OMER The Nasdaq
• $92.1 million — d term loan facility initially of up to $92.1 million consisting of (i) an initial term loan
• $67.1 million — nsisting of (i) an initial term loan of $67.1 million (the "Initial Term Loan"), which was fu
• $25.0 million — funded on the Closing Date, and (ii) a $25.0 million delayed draw term loan (the "Delayed Dr
• $21.2 million — ds of the Initial Term Loan, along with $21.2 million of cash on hand, subject to certain pos
• $118.1 million — bridge and Athyrium (the "Noteholders") $118.1 million aggregate principal amount of the Compa
• $51 million — 26 Notes and resulting in approximately $51 million in total debt extinguishment, at a blen
• $16.9 million — its sole discretion, may exchange up to $16.9 million aggregate principal amount of outstandi
• $25.0 m — to (i) an initial amount not exceeding $25.0 million, which may be increased by up to
• $10.0 million — may be increased by up to an additional $10.0 million subject to the satisfaction of certain
• $38.5 m — the time of repurchase does not exceed $38.5 million, and (iii) an additional amount n
• $38.5 million — the Lenders is equal to or greater than $38.5 million and (ii) the Company has not made nor d
• $20.0 million — under the Credit Agreement of at least $20.0 million in the aggregate, then the Company will
• $97.9 million — n, such 2026 Notes will be canceled and $97.9 million aggregate principal amount of 2026 Note

Filing Documents

• omer20240531_8k.htm (8-K) — 50KB
• ex_682752.htm (EX-10.1) — 905KB
• ex_682687.htm (EX-10.2) — 263KB
• ex_682739.htm (EX-99.1) — 18KB
• pic1.jpg (GRAPHIC) — 6KB
• 0001437749-24-018964.txt ( ) — 1639KB
• omer-20240603.xsd (EX-101.SCH) — 3KB
• omer-20240603_def.xml (EX-101.DEF) — 11KB
• omer-20240603_lab.xml (EX-101.LAB) — 15KB
• omer-20240603_pre.xml (EX-101.PRE) — 11KB
• omer20240531_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Definitive Material Agreement.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On June 3, 2024 (the "Closing Date"), Omeros Corporation (the "Company") with certain subsidiaries, as guarantors, entered into a Credit and Guaranty Agreement (the "Credit Agreement") with certain funds managed by Athyrium Capital Management, LP (collectively, "Athyrium") and certain funds managed by Highbridge Capital Management, LLC (collectively, "Highbridge") as lenders (together with additional lenders from time to time, the "Lenders") and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The Credit Agreement provides for a senior secured term loan facility initially of up to $92.1 million consisting of (i) an initial term loan of $67.1 million (the "Initial Term Loan"), which was fully funded on the Closing Date, and (ii) a $25.0 million delayed draw term loan (the "Delayed Draw Term Loan"), which may be drawn once in full on or prior to June 3, 2025, provided that the Company has received approval from the U.S. Food and Drug Administration of narsoplimab in hematopoietic stem cell transplant-associated thrombotic microangiopathy. The Initial Term Loan has no original issue discount, while the Delayed Draw Term Loan would be issued with an original issue discount of 3.00%. Neither the Initial Term Loan nor the Delayed Draw Term Loan include any equity consideration for the Lenders (i.e., the transaction is non-dilutive to the Company's shareholders). On the Closing Date, the Company used the proceeds of the Initial Term Loan, along with $21.2 million of cash on hand, subject to certain post-closing adjustments, to repurchase from Highbridge and Athyrium (the "Noteholders") $118.1 million aggregate principal amount of the Company's existing 5.25% Convertible Senior Notes due on February 15, 2026 (the "2026 Notes"), an amount representing 55 percent of the outstanding 2026 Notes and resulting in appr

01

Item 7.01 Regulation FD Disclosure. On June 3, 2024, the Company issued a press release describing the transactions above. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein. The information contained in this Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01

Item 8.01 Other Events. As described above, on the Closing Date, the Company repurchased $118.1 million aggregate principal amount of the 2026 Notes through separate, privately negotiated agreements with the Noteholders. If the Company enters into agreements for additional repurchases of 2026 Notes within six months of the Closing Date with pricing or other terms that are more favorable than those received by the Noteholders, the Company agreed to pay the Noteholders the difference between the more favorable price and the price paid to the Noteholders for their 2026 Notes, or to provide to the Noteholders the more favorable other terms, as applicable. Following the repurchases of the 2026 Notes described herein, such 2026 Notes will be canceled and $97.9 million aggregate principal amount of 2026 Notes remained outstanding. As noted above, the Company may elect to exchange up to approximately $16.9 million aggregate principal amount of outstanding 2026 Notes for cash and additional term loan amounts and/or may, subject to certain limitations, use cash for open market or privately negotiated repurchases of additional 2026 Notes, each of which would further lower the aggregate principal amount of outstanding 2026 Notes. The repurchase of the 2026 Notes and any future repurchases of the 2026 Notes may affect the market price of the Company's common stock. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are subject to the "safe harbor" created by those sections for such statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "likely," "look forward to," "may," "objective," "plan," "possible," "potential," "predict," "project," "should," "slate," "target," "will," "would" and similar expres

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Credit and Guaranty Agreement, dated as of June 3, 2024, among the Company, certain subsidiaries of the Company, as guarantors, various Lenders and Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent. 10.2 Pledge and Security Agreement, dated as of June 3, 2024, between the Company, nura inc. and Wilmington Savings Fund Society, FSB, as Collateral Agent. 99.1 Press Release dated June 3, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain identified information has been excluded from the exhibit because it both (A) is not material and (B) would be competitively harmful if publicly disclosed.

SIGNATURES

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. OMEROS CORPORATION Date: June 3, 2024 By: /s/ Gregory A. Demopulos Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board of Directors

View Full Filing

View this 8-K filing on SEC EDGAR