Omeros Corp 8-K Filing

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock , $0.01 par value per share OMER The Nasdaq
• $240.0 million — , the Company utilized a portion of the $240.0 million upfront payment that it received to rep
• $67.1 million — e retirement included prepayment of the $67.1 million outstanding term loan under the Credit
• $3.4 million — term loan under the Credit Agreement, a $3.4 million mandatory prepayment premium, $2.0 mill
• $2.0 million — 4 million mandatory prepayment premium, $2.0 million of incurred interest, and approximately
• $0.1 million — of incurred interest, and approximately $0.1 million of transaction related expenses. Repaym
• $25.0 million — y to maintain at all times a minimum of $25.0 million of unrestricted cash, cash equivalents
• $240.0 m — ros received an upfront cash payment of $240.0 million, approximately $72.6 million of w
• $72.6 million — ayment of $240.0 million, approximately $72.6 million of which was used to repay the Credit A
• $510 million — Omeros can receive (i) up to a total of $510 million in one-time milestone payments upon the
• $1.3 billion — t forth in the Agreement and (ii) up to $1.3 billion in one-time milestone payments upon the
• $2.1 billion — milestone payments represent a total of $2.1 billion. Omeros is also eligible under the Agre
• $100.0 million — may repurchase from time to time up to $100.0 million of our common stock in the open market

Filing Documents

• omer20251024_8k.htm (8-K) — 39KB
• ex_893916.htm (EX-99.1) — 14KB
• ex_876104.htm (EX-99.2) — 242KB
• logo.jpg (GRAPHIC) — 5KB
• omeroslogo_med.jpg (GRAPHIC) — 5KB
• 0001437749-25-036507.txt ( ) — 463KB
• omer-20251125.xsd (EX-101.SCH) — 3KB
• omer-20251125_def.xml (EX-101.DEF) — 11KB
• omer-20251125_lab.xml (EX-101.LAB) — 15KB
• omer-20251125_pre.xml (EX-101.PRE) — 11KB
• omer20251024_8k_htm.xml (XML) — 3KB

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On November 25, 2025, Omeros Corporation ("Omeros," the "Company" or "we") completed the closing of the transaction described under Item 2.01 below. Substantially concurrent with the closing of such transaction, the Company utilized a portion of the $240.0 million upfront payment that it received to repay all outstanding obligations under the Credit and Guarantee Agreement, dated June 3, 2024 (the "Credit Agreement"), among the Company, the various lenders party thereto, and Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent. The retirement included prepayment of the $67.1 million outstanding term loan under the Credit Agreement, a $3.4 million mandatory prepayment premium, $2.0 million of incurred interest, and approximately $0.1 million of transaction related expenses. Repayment of the Company's obligations under the Credit Agreement resulted in the simultaneous release in full of all liens and covenants thereunder, including the covenant requiring the Company to maintain at all times a minimum of $25.0 million of unrestricted cash, cash equivalents and short-term investments, releasing such $25.0 million into the Company's working capital available for use. Upon the occurrence of such events, the Credit Agreement was terminated.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On November 25, 2025, Omeroscompleted the closing of the previously announced transaction under the Asset Purchase and License Agreement, dated October 10, 2025 (the "Agreement"), with Novo Nordisk Health Care AG ("Novo Nordisk"), pursuant to which Novo Nordisk received exclusive global rights in all indications to develop and commercialize zaltenibart (OMS906), certain related monoclonal antibodies and antigen-binding fragments (collectively, the "Compounds"), and related pharmaceutical products (the "Products"). Zaltenibart is a first-in-class, late-stage clinical, humanized monoclonal antibody targeting MASP-3 – the most upstream and key activator of the alternative pathway of the complement system – and has shown multiple potential advantages over other alternative pathway inhibitors in development or on the market. Under the Agreement, Omeros sold and transferred, and Novo Nordisk purchased and assumed, certain assets and liabilities related to the Compounds and Products, and the parties granted and received certain intellectual property licenses to facilitate the continued development and commercialization activities of both companies (the "Transaction"). At the closing of the Transaction (the "Closing"), Omeros received an upfront cash payment of $240.0 million, approximately $72.6 million of which was used to repay the Credit Agreement as described in Item 1.02 above. In addition, Omeros can receive (i) up to a total of $510 million in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of each of the development and approval milestone events as set forth in the Agreement and (ii) up to $1.3 billion in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of certain sales-based milestone events as set forth in the Agreement. The upfront cash received at closing and the potential milestone pa

.01. Other Events

Item 8 .01. Other Events. On December 1, 2025, we issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On November 29, 2025, the Board of Directors of the Company approved an indefinite term share repurchase program under which we may repurchase from time to time up to $100.0 million of our common stock in the open market or through privately negotiated transactions. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, 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," "potential," "predict," "project," "should," "slate," "target," "will," "would" and similar expressions and variations thereof. Forward-looking statements, including statements regarding the Company's expectations with respect to payments to be received from the Transaction and payments and activities pursuant to the Transition Services Agreement, are based on management's beliefs and assumptions and on information available to management only as of the date hereof. The Company's actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, risks associated with product commercialization and commercial operations, regulatory processes and oversight, and the risks, uncertainties, and other factors described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025. Given these risks

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (b) Pro forma financial information. The following unaudited pro forma condensed consolidated information reflecting the Transaction described under Item 2.01 above are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference: the Company's unaudited pro forma condensed consolidated balance sheet as of September 30, 2025; the Company's unaudited pro forma consolidated statement of operations and comprehensive income (loss) for fiscal year ended December 31, 2024; and the Company's unaudited pro forma condensed consolidated statement of operations and comprehensive loss for the nine-month period ended September 30, 2025. The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the Company's consolidated results of operations or financial position that would have been reported had the Transaction been completed as of the dates presented and should not be taken as representation of the Company's future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. (d) Exhibits. Exhibit Number Description 99.1 Press Release dated December 1, 2025 99.2 Unaudited Pro Forma Financial Statements and accompanying notes 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 1, 2025 By: /s/ Gregory A. Demopulos Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board of Directors

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