Current Report Filing (8-k)
February 06 2023 - 9:01AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 6, 2023
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, WA | | 98119 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (206) 676-5000
(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))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, $0.01 par value per share | OMER | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 6, 2023, Omeros Corporation (the “Company”) issued a press release announcing the receipt from Rayner Surgical, Inc. of a $200 million milestone payment due under the Asset Purchase Agreement, dated December 1, 2021, among the Company, Rayner Surgical Inc. and Rayner Surgical Group Limited. The press release also includes in its fourth and fifth paragraphs disclosure regarding 2022 U.S. net sales of OMIDRIA® and the Company’s cash, cash equivalents and short-term investments as of December 31, 2022. These paragraphs of the press release are furnished in Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including the information in the fourth and fifth paragraphs of the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the relevant paragraphs of the accompanying exhibit shall not be incorporated by reference into any filing with the United States Securities and Exchange Commission made by Omeros Corporation, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
The press release also includes further information regarding the achievement of the $200 million milestone event, the receipt of funds and the Company’s intended use of proceeds. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, with the exception of the fourth and fifth paragraphs of the press release, which is furnished as set forth in Item 2.02 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 |
| | |
Date: February 6, 2023 | By: | /s/ Gregory A. Demopulos |
| | Gregory A. Demopulos, M.D. |
| | President, Chief Executive Officer and |
| | Chairman of the Board of Directors |
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