As filed with the Securities and Exchange Commission on June 11, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
OMEROS CORPORATION
(Exact
name of Registrant as specified in its charter)
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Washington
(State or other jurisdiction of
incorporation or organization)
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91-1663741
(I.R.S. Employer
Identification Number)
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201 Elliott Avenue West
Seattle, Washington 98119
(Address of principal executive offices) (Zip code)
Omeros
Corporation 2017 Omnibus Incentive Compensation Plan
(Full title of the plan)
Gregory A. Demopulos, M.D.
President, Chief Executive Officer and
Chairman of the Board of Directors
Omeros Corporation
201
Elliott Avenue West
Seattle, Washington 98119
(Name and address of agent for service)
(206) 676-5000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 under the Exchange
Act.
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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5,433,514
(1)
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$16.92
(2)
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$91,935,056.88
(2)
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$11,142.53
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(1)
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The common stock being registered under this registration statement pertains to securities issued, and to be
issued, to employees, consultants, officers, advisers and/or directors as compensation under the Omeros Corporation 2017 Omnibus Incentive Compensation Plan, as amended and restated effective as of June 7, 2019 (the 2017 Plan) and
for no other purpose. Equity awards granted under the 2017 Plan may include stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares. Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of Omeros Corporation (we, us, our or Omeros) common stock, par
value $0.01 per share, that become issuable under the 2017 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of our outstanding shares
of common stock.
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(2)
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The offering price is estimated in accordance with Rule 457(c) and 457(h) under the Securities Act solely
for the purpose of calculating the registration fee based upon the price of $16.92 per share, which was the average of the high and low prices of our common stock as reported on The Nasdaq Global Market on June 7, 2019.
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