Securities Registration: Employee Benefit Plan (s-8)
June 16 2021 - 5:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 16, 2021
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)
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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x
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Accelerated filer ¨
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Non-accelerated filer
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¨
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Smaller reporting company ¨
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Emerging growth company ¨
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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(1)
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Proposed Maximum Offering Price Per
Share(2)
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Proposed Maximum Aggregate Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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4,440,395
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$15.21
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$67,538,407.95
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$7,368.45
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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 11, 2021 (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 $15.21 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 15, 2021.
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REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This registration statement registers additional
shares of our common stock to be issued pursuant to the Omeros Corporation 2017 Omnibus Incentive Compensation Plan, as amended and restated
effective June 11, 2021. Accordingly, unless noted herein, the contents of our previous registration statements on Form S-8
filed with the United States Securities and Exchange Commission (the “SEC”) on June 21, 2017 (File No. 333-218882)
and June 11, 2019 (File No. 333-232071) are incorporated by reference into this Registration Statement pursuant to General Instruction
E of Form S-8.
Item 3.
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Incorporation of Documents by Reference.
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The following documents previously filed with the SEC (File No. 001-34475) are
hereby incorporated by reference:
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(b)
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all other reports we have filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2020; and
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(c)
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the description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 1, 2021, including any amendments or reports filed for the purpose of updating such description.
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All reports and other documents that we subsequently
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished
pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated
therein) prior to the filing of a post-effective amendment to this Registration Statement which states that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, but excluding any information furnished to, rather than filed
with, the SEC (unless expressly incorporated by reference herein), will also be incorporated by reference into this Registration Statement
and deemed to be part of this Registration Statement from the date of the filing of such reports and documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
EXPERTS
The consolidated financial statements of Omeros
Corporation appearing in Omeros Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2020, and the
effectiveness of Omeros’ internal control over financial reporting as of December 31, 2020, have been audited by Ernst &
Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein
by reference. Such consolidated financial statements are incorporated herein in reliance upon such reports given on the authority of such
firm as experts in accounting and auditing.
Item 5.
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Interests of Named Experts and Counsel.
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The validity of the shares of common stock being
registered under this Registration Statement has been passed upon by Keller Rohrback L.L.P., Seattle, Washington.
* Filed herewith
The undersigned registrant hereby undertakes as
set forth below.
1. To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information
in this registration statement;
provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference into this registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference into this registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers, or controlling persons of the registrant pursuant to the foregoing provisions
or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Seattle, State of Washington, on June 16, 2021.
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OMEROS CORPORATION
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By:
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/s/ Gregory A. Demopulos, M.D.
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Gregory A. Demopulos, M.D.
President, Chief Executive Officer and Chairman of the Board
of Directors
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Gregory A. Demopulos, M.D., Michael A. Jacobsen, and Peter B. Cancelmo, and each
of them severally, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Gregory A. Demopulos, M.D.
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President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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June 16, 2021
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Gregory A. Demopulos, M.D.
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/s/ Michael A. Jacobsen
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Vice President, Finance, Chief Accounting Officer and Treasurer
(Principal Financial and Accounting Officer)
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June 16, 2021
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Michael A. Jacobsen
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/s/ Ray Aspiri
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Director
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June 16, 2021
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Ray Aspiri
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/s/ Thomas F. Bumol, Ph.D.
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Director
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June 16, 2021
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Thomas F. Bumol, Ph.D.
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/s/ Thomas J. Cable
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Director
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June 16, 2021
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Thomas J. Cable
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/s/ Peter A. Demopulos, M.D.
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Director
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June 16, 2021
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Peter A. Demopulos, M.D.
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/s/ Arnold C. Hanish
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Director
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June 16, 2021
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Arnold C. Hanish
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/s/ Leroy E. Hood, M.D., Ph.D.
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Director
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June 16, 2021
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Leroy E. Hood, M.D., Ph.D.
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/s/ Rajiv Shah, M.D.
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Director
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June 16, 2021
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Rajiv Shah, M.D.
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/s/ Kurt Zumwalt
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Director
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June 16, 2021
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Kurt Zumwalt
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