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): October 11, 2017

 

 

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))

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 1.01 Entry Into a Material Definitive Agreement.

On October 11, 2017, Omeros Corporation (the “Company”) entered into Amendment No. 1 to Loan Agreement (the “Amendment”), which amended the Term Loan Agreement, dated October 26, 2016, among the Company, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto and CRG Servicing LLC, as administrative agent and collateral agent (the “Loan Agreement”). Pursuant to the Amendment, the Company will be permitted to access, at its election, the second and third tranches of debt financing under the Loan Agreement in amounts up to $25.0 million and $20.0 million, respectively, on or prior to March 21, 2018. The Company’s ability to access the second tranche under the Loan Agreement had previously expired on September 19, 2017 but, by this Amendment, has been extended to be contemporaneous with the last permitted draw-down date of March 21, 2018 for the third tranche. Pursuant to the Amendment the Company has the discretion to draw down any or all of the total $45.0 million, subject to the satisfaction of customary closing conditions. Other than limited administrative and legal fees, the Company incurred no cost associated with the Amendment.

The Company to date has not drawn or requested any funds under either the second or third tranche. The Company’s objective in the Amendment is to preserve additional future financial flexibility.

The foregoing description of the Amendment is only a summary of its material terms and does not purport to be complete. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibit Index.

 

Exhibit
No.

  

Description

10.1    Amendment No. 1 to Loan Agreement between among Omeros Corporation, CRG Servicing LLC, as administrative agent and collateral agent, and the lenders named therein, dated October 11, 2017.


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: October 17, 2017     By:  

/s/ Gregory A. Demopulos

      Gregory A. Demopulos, M.D.
      President, Chief Executive Officer and Chairman of the Board of Directors

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO LOAN AGREEMENT

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT, dated as of October 11, 2017 (this “ Amendment ”), is made among Omeros Corporation, a Washington corporation (“ Borrower ”), CRG Servicing LLC, as administrative agent and collateral agent (in such capacities, “ Administrative Agent ”), and the lenders listed on the signature pages hereof (each, a “ Lender ” and, collectively, the “ Lenders ”), with respect to the Loan Agreement referred to below.

RECITALS

WHEREAS, Borrower, Administrative Agent and the Lenders are parties to the Term Loan Agreement, dated as of October 26, 2016, as partially waived pursuant to the Waiver to Loan Agreement, dated as of May 9, 2017 (the “ Waiver ”), with the Subsidiary Guarantors from time to time party thereto (the “ Loan Agreement ”).

WHEREAS, Borrower has requested that Administrative Agent and the Lenders (which Lenders constitute all of the Lenders party to the Loan Agreement), and Administrative Agent and the Lenders have agreed to, amend the conditions in Sections 6.03(b) and 6.04(d) , (e)  and (f)  of the Loan Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

SECTION 1. Definitions; Interpretation .

(a) Terms Defined in Loan Agreement . All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

(b) Interpretation . The rules of interpretation set forth in Section 1.03 of the Loan Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

SECTION 2. Amendments . Subject to Section 3 of this Amendment:

 

(a) Section 6.03(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

 

(b) Borrowing Date . Such Borrowing shall occur on or prior to March 21, 2018.

 

(b) Sections 6.04(d) , (e) and (f) of the Loan Agreement are hereby deleted in their entirety.

SECTION 3. Conditions of Effectiveness . The effectiveness of Section 2 of this Amendment shall be subject to the following conditions precedent:


(a) Borrower, Administrative Agent and all of the Lenders shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided , however , that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;

(b) No Default or Event of Default under the Loan Agreement shall have occurred and be continuing; and

(c) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

SECTION 4. Reaffirmation . Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein, including, for the avoidance of doubt, Administrative Agent’s rights pursuant to Sections 8.01 , 8.02 and 8.06 of the Loan Agreement. By executing this Amendment, Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. For the avoidance of doubt, the parties confirm that the waiver of Sections 6.03(d) , (e)  and (f)  in the Waiver continue to apply.

SECTION 5. Governing Law; Submission to Jurisdiction; W AIVER OF J URY T RIAL .

(a) Governing Law . This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

(b) Submission to Jurisdiction . Borrower agrees that any suit, action or proceeding with respect to this Amendment or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 5 is for the benefit of Administrative Agent and the Lenders only and, as a result, none of Administrative Agent or any Lender shall be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, Administrative Agent and the Lenders may take concurrent proceedings in any number of jurisdictions.

(c) Waiver of Jury Trial . B ORROWER , A DMINISTRATIVE A GENT AND EACH L ENDER HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT , ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS A MENDMENT , THE OTHER L OAN D OCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY .

 

2


SECTION 6. Miscellaneous .

(a) No Waiver . Except as expressly stated herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Loan Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby.

(b) Severability . In case any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(c) Headings . Headings and captions used in this Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect.

(d) Integration . This Amendment constitutes a Loan Document and, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

(e) Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Executed counterparts delivered by facsimile or other electronic transmission (e.g., “PDF” or “TIF”) shall be effective as delivery of a manually executed counterpart.

(f) Controlling Provisions . In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.

 

BORROWER:
OMEROS CORPORATION
By:   /s/ Gregory A. Demopulos, M.D.
Name:   Gregory A. Demopulos, M.D.
Title:   Chairman & Chief Executive Officer

[Signature Page – Amendment No. 1]


ADMINISTRATIVE AGENT:
CRG SERVICING LLC
By:   /s/ Nathan Hukill
Name:   Nathan Hukill
Title:   Authorized Signatory

 

LENDERS:
CRG PARTNERS III L.P.

        By CRG PARTNERS III GP L.P., its

        General Partner

                By CRG PARTNERS III GP LLC, its

                General Partner

                By:   /s/ Nathan Hukill
  Name: Nathan Hukill
  Title: Authorized Signatory
CRG PARTNERS III – PARALLEL FUND “A” L.P.

        By CRG PARTNERS III – PARALLEL FUND

        “A” GP L.P., its General Partner

                By CRG PARTNERS III GP LLC, its

                General Partner

                By:   /s/ Nathan Hukill
  Name: Nathan Hukill
  Title: Authorized Signatory
CRG PARTNERS III (CAYMAN) L.P.

        By CRG PARTNERS III (CAYMAN) GP L.P., its

        General Partner

                By CRG PARTNERS III GP LLC, its

                General Partner

                By:   /s/ Nathan Hukill
  Name: Nathan Hukill
  Title: Authorized Signatory

                 WITNESS: /s/ Nicole Nesson

                 Name: Nicole Nesson

[Signature Page – Amendment No. 1]