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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): July 2, 2026
OMEROS CORPORATION
(Exact name of Registrant as Specified
in Its Charter)
| Washington |
001-34475 |
91-1663741 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
201 Elliott Avenue West
Seattle, WA |
|
98119 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number,
Including Area Code: (206) 676-5000
(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 (see General
Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 Symbol(s) |
Name of each exchange on which registered |
| Common stock, par value $0.01 per share |
OMER |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities
Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company ☐
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. ☐
Item 8.01 Other Events.
Expected Completion of Previously Disclosed
Note Repurchases
As
previously disclosed, on June 17, 2026, Omeros Corporation (the “Company”) entered into privately negotiated
agreements with certain holders of its 9.50% Convertible Senior Notes due 2029 (the “Notes”) under which the Company
agreed to repurchase a portion of the outstanding Notes. The applicable averaging period has been completed and the Company expects
to complete the repurchase of $16.0 million aggregate principal amount of Notes on July 6, 2026, for a total purchase price, inclusive
of accrued and unpaid interest and all other obligations, of approximately $31.3 million. An aggregate principal amount of approximately
$54.8 million of Notes will remain outstanding following completion of the repurchases.
Agreements to Repurchase Additional Notes
On
July 2, 2026, the Company entered into privately negotiated agreements with the same holders
of the Notes referenced above under which the Company agreed to repurchase additional Notes having an aggregate principal amount
of up to approximately $14.5 million for a total purchase price, inclusive of accrued and unpaid interest and all other obligations,
of up to approximately $31.0 million, subject in each case to adjustment based on the trading price of the Company’s common stock
during an averaging period beginning on July 6, 2026, and customary closing conditions. The Company expects these additional repurchases
to close between July 20, 2026 and July 30, 2026, following the completion of the averaging period. If the full $14.5 million aggregate
principal amount of Notes is repurchased, approximately $40.3 million aggregate principal amount of Notes will remain outstanding following
the additional repurchases.
The Company may seek to
replace some or all of the cash used to repurchase the Notes with unsecured or limited-collateral debt financing(s) that would not be
convertible into, or otherwise linked to, the Company's equity securities.
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: July 6, 2026 |
By: |
/s/ Gregory A. Demopulos |
| |
|
Gregory A. Demopulos, M.D. |
| |
|
President, Chief Executive Officer and |
| |
|
Chairman of the Board of Directors |
