OMEROS CORPORATION (NASDAQ:OMER) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On April10, 2018, Omeros Corporation (“Omeros”) entered into Amendment No.3 to Loan Agreement (the “Amendment”) with nura, inc., a wholly owned subsidiary of Omeros, CRG Servicing LLC, as administrative agent and collateral agent, and certain lenders thereto (collectively, the “Lenders”). The Amendment modified the financial covenants in the Term Loan Agreement, dated as of October26, 2016, among Omeros and the Lenders, as amended (the “Loan Agreement”). to the Amendment, the applicable revenue and market cap covenants with respect to the twelve-month period beginning on January1, 2018 were eliminated. In addition, the market cap threshold calculation for future periods was reduced from the product of 6.4 times the aggregate principal amount of loans outstanding (excluding any payment-in-kind loans) on the applicable determination date to the product of 3.0 times the aggregate amount of loans outstanding (excluding any payment-in-kind loans) on the applicable determination date.
In connection with the execution of the Amendment, on April12, 2018 Omeros issued the Lenders warrants to purchase an aggregate of 200,000 shares of Omeros common stock (the “Warrants”). The Warrants are exercisable for five years at an exercise price per share of $23.00, which represents an approximately 70% premium to the closing price of Omeros’ common stock on April6, 2018. The Lenders are subject to a one-year restriction on the sale or transfer of the warrants and, if exercised, the underlying common stock, if any amount of debt remains outstanding under the Loan Agreement. The Warrants were issued under the exemption from registration provided by Section4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Amendment and the Warrants is only a summary of their respective material terms and does not purport to be complete. Copies of the Amendment and the form of Warrant issued to the Lenders are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
OMEROS CORP ExhibitEX-10.1 2 d555765dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 TO LOAN AGREEMENT THIS AMENDMENT NO. 3 TO LOAN AGREEMENT,…To view the full exhibit click here
About OMEROS CORPORATION (NASDAQ:OMER)
Omeros Corporation is a biopharmaceutical company engaged in discovering, developing and commercializing small-molecule and protein therapeutics for market, as well as orphan indications targeting inflammation, coagulopathies and disorders of the central nervous system. The Company’s marketed drug product, Omidria (phenylephrine and ketorolac injection), is used during cataract surgery or intraocular lens replacement. Its clinical programs include Mannan-binding lectin-associated serine protease-2 (MASP-2) (OMS721)-Lectin Pathway Disorders; PDE10 (OMS824)-CNS Disorders; peroxisome proliferator-activated receptor gamma (PPARy) (OMS405)-Addiction, and OMS201-Urology. Its preclinical programs include phosphodiesterase 7 (PDE7) (OMS527), Plasmin (OMS616), MASP-3 (OMS906)-Alternative Pathway Disorders, GPR17-CNS Disorders, GPR101-Metabolic Disorders, GPR151-CNS Disorders, GPR161-Cancer, GPR174-Immune Disorders, GPR183-Skeletal and Infectious Diseases, GPCR Platform and Antibody Platform.