|
|
|
|
Item 1.01
|
Entry into a Definitive Material
Agreement.
|
|
Item 2.03
|
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
|
On September 30, 2022, Omeros Corporation (the “Company”) entered
into a royalty purchase agreement (the “Royalty Purchase
Agreement”) with DRI Healthcare Acquisitions LP (the “Purchaser”)
providing for the acquisition (the “Royalty Transaction”) by the
Purchaser of an interest in certain royalty payments based on
annual net sales of the Company’s former ophthalmologic product,
OMIDRIA®
(the “Purchased Receivables”). The Purchased Receivables comprise a
portion of the royalties projected to be paid to the Company under
the terms of the Asset Purchase Agreement (the “Asset Purchase
Agreement”) among the Company, Rayner Surgical Inc. (“Rayner”) and
Rayner Surgical Group Limited, pursuant to which the Company sold
OMIDRIA and related business assets to Rayner in December 2021.
The Company received the purchase price of $125.0 million upon
closing of the Royalty Transaction on September 30, 2022.
Under the Royalty Purchase Agreement, DRI is entitled to royalty
payments on net sales of OMIDRIA received between September 1, 2022
and December 31, 2030, subject to annual caps. The caps are set at
$1.67 million for the remainder of 2022, $13 million for calendar
year 2023, $20 million for calendar year 2024, $25 million for
calendar years 2025 through 2028, $26.25 million for calendar year
2029 and $27.50 million for calendar year 2030. The total payments
to DRI throughout the term of the Royalty Purchase Agreement are
$188.4 million.
DRI is not entitled to carry-forward nor recoup any shortfall if
the royalties paid by Rayner for an annual period are less than the
cap amount applicable to that period. Omeros will retain all
royalties received during a given annual period in excess of the
respective cap. DRI has no recourse to Omeros’ assets other than
the Purchased Receivables and is entitled to payment for the
Purchased Receivables only to the extent of royalty payments
actually received, up to the previously described annual caps.
Royalty payments, as received from Rayner, will be allocated
between the Company and the Purchaser each month based on the
amount to which DRI is entitled. Monthly caps are determined by
dividing the annual cap amount by 12 or, in the case of the partial
calendar year 2022, by four, and are subject to intra-year catch-up
mechanisms.
The Royalty Purchase Agreement contains other customary terms,
conditions and agreements, including representations, warranties
and indemnity provisions. Given that this is a partial sale of
OMIDRIA royalties, there are no asset pledges or financial
covenants. The Royalty Purchase Agreement will terminate on the the
earlier of (i) December 31, 2030, or (ii) the date on which
Purchaser has received the last payment of Purchased Receivables
made pursuant to the Asset Purchase Agreement.
The foregoing is a brief description of the material terms of the
Royalty Purchase Agreement and does not purport to be a complete
description of the rights and obligations thereunder. A copy of the
Royalty Purchase Agreement will be filed as an exhibit to the
Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2022. The Royalty Purchase Agreement contains
representations, warranties and other provisions that were made
only for purposes of such agreement and as of specific dates, are
solely for the benefit of the parties thereto, and may be subject
to limitations agreed upon by such parties. The Royalty Purchase
Agreement is not intended to provide any other factual information
about the Company.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, which are
subject to the “safe harbor” created by those sections for such
statements. All statements other than statements of historical fact
are forward-looking statements, which are often indicated by terms
such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“goal,” “intend,” “likely,” “look forward to,” “may,” “objective,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“slate,” “target,” “will,” “would” and similar expressions and
variations thereof. Forward-looking statements, including
projections of future royalties payable based on net sales of
OMIDRIA, are based on management’s beliefs and assumptions and
on