OMER Omeros Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 28, 2014

 

 

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, Washington 98119

(Address of principal executive offices, including zip code)

(206) 676-5000

(Registrant’s telephone number, including area code)

(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))

 

 

 

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Item 3.03 Material Modification to Rights of Security Holders

On September 28, 2014, Omeros Corporation (“Omeros”) extended by six months the expiration dates of warrants to purchase up to an aggregate of 192,789 shares of Omeros Common Stock with an exercise price of $12.25 per share (the “Warrants”). As a result of the extension, the expiration date of the Warrants has been changed to March 29, 2015 from September 29, 2014. The Warrants were originally issued by Omeros on March 29, 2007 to brokers who assisted Omeros in connection with its Series E Preferred Stock financing. Forms of the Warrants, as well as a related notice dated August 24, 2009, are filed as Exhibits 4.4, 4.5 and 4.6 to the Registration Statement on Form S-1/A filed by Omeros on September 16, 2009. A form of the notice dated March 28, 2012 that extended the expiration date of the Warrants by one year to March 29, 2013 is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Omeros on March 29, 2012. A form of the notice dated March 28, 2013 that extended the expiration date of the Warrants by an additional year to March 29, 2014 is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Omeros on March 29, 2013. A form of the notice dated March 28, 2014 that extended the expiration date of the Warrants by an additional six months to September 29, 2014 is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Omeros on April 3, 2014. A form of the notice confirming the extension of the Warrants to March 29, 2015 is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
4.1		Notice regarding the extension of the expiration date to March 29, 2015 of warrants to purchase up to an aggregate of 192,789 shares of the Common Stock of Omeros Corporation.

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

Date: September 29, 2014

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Notice regarding the extension of the expiration date to March 29, 2015 of warrants to purchase up to an aggregate of 192,789 shares of the Common Stock of Omeros Corporation.

Exhibit 4.1

NOTICE OF WARRANT EXTENSION

September 28, 2014

Reference is made to the Omeros Corporation Common Stock Purchase Warrant No. XX-XX (the “Warrant”) issued in the name of XXXX (“Registered Holder”). The Warrant entitles Registered Holder to purchase up to XXXX shares of Common Stock of Omeros Corporation (the “Company”) at a purchase price of $12.25 per share.

Pursuant to Section 6(a) of the Warrant, as amended by the Notice of Warrant Extension dated March 28, 2012, the Notice of Warrant Extension dated March 28, 2013 and the Notice of Warrant Extension dated March 28, 2014, the Warrant will automatically terminate on September 29, 2014 (the “Section 6(a) Expiration Date”). Notice is hereby given to the Registered Holder that the Board of Directors of the Company has extended the Section 6(a) Expiration Date by six months to March 29, 2015, provided that the Warrant shall terminate earlier in accordance with Section 6(b) if any of the events described in such section occur before March 29, 2015.

Except for the extension of the Section 6(a) Expiration Date described herein, the terms and conditions of the Warrant shall not be amended, waived or otherwise modified in any respect by this Notice.