OMER Omeros Corporation

On April 10, 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 October 26, 2016, among Omeros and the Lenders, as amended (the “Loan Agreement”). Pursuant to the Amendment, the applicable revenue and market cap covenants with respect to the twelve-month period beginning on January 1, 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 April 12, 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 April 6, 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 Section 4(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.