Omeros Announces Proposed Public Offerings of Common Stock and Convertible Senior Notes

Omeros Corporation (Nasdaq: OMER) (“Omeros”) today announced that it has commenced concurrent underwritten public offerings of $125,000,000 of shares of its common stock (the “Shares”) and $200,000,000 aggregate principal amount of convertible senior notes due 2026 (the “2026 Convertible Notes”). In addition, Omeros has granted to the underwriters of the offering of Shares (the “Equity Offering”) a 30-day option to purchase up to an additional $18,750,000 of Shares and to the underwriters of the offering of 2026 Convertible Notes (the “Notes Offering”) a 30-day option, solely to cover over-allotments, to purchase up to an additional $30,000,000 aggregate principal amount of 2026 Convertible Notes. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed or as to the actual size or terms of the offerings. Neither offering is contingent on the completion of the other offering.

BofA Securities and JP Morgan are acting as the book-running managers for each of the offerings.

The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, repurchased or redeemed in accordance with their terms, and will be convertible, subject to the satisfaction of certain conditions, into cash, shares of Omeros’ common stock or a combination thereof as elected by Omeros in its sole discretion. The 2026 Convertible Notes will be senior unsecured obligations of Omeros. Interest will be payable on the 2026 Convertible Notes semi-annually in arrears. Omeros will have the right to redeem the 2026 Convertible Notes on or after August 15, 2023, subject to certain conditions and limitations. Final terms of the 2026 Convertible Notes, including the interest rate, initial conversion rate and other terms, will be determined upon pricing of the Notes Offering.

Omeros intends to use a portion of the net proceeds of the Notes Offering to fund the cost of entering into capped call transactions with the option counterparties, as described below. In addition, Omeros intends to use a portion of the net proceeds of the Notes Offering to repurchase a portion of its existing 6.25% Convertible Senior Notes due 2023 (the “2023 Convertible Notes”) in privately negotiated transactions as described below.

Omeros intends to use the net proceeds from the Equity Offering and the remainder of the net proceeds from the Notes Offering, if any, for general corporate purposes, including funding clinical trials, pre-clinical studies, manufacturing, build-out of commercial infrastructure and other costs associated with advancing its development programs and product candidates toward regulatory submissions and potential commercialization.