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Omeros (NASDAQ: OMER) plans $16.0M buyback of 9.50% 2029 convertible notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Omeros Corporation entered into privately negotiated agreements to repurchase up to approximately $16.0 million aggregate principal amount of its 9.50% Convertible Senior Notes due 2029. The total purchase price, including accrued and unpaid interest and all other obligations, will be up to approximately $34.0 million, subject to adjustment based on the trading price of its common stock during an averaging period beginning on June 18, 2026.

The company expects these repurchases to close between July 6, 2026 and July 16, 2026, following completion of the averaging period. If the full $16.0 million principal amount is repurchased, approximately $54.8 million aggregate principal amount of these Notes will remain outstanding.

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Insights

Omeros plans a negotiated repurchase of a portion of its 2029 convertible notes.

Omeros Corporation has agreed to repurchase up to $16.0 million aggregate principal amount of its 9.50% Convertible Senior Notes due 2029 through privately negotiated agreements. The total purchase price, including accrued and unpaid interest and other obligations, is up to $34.0 million, showing these are above-par transactions that also settle related obligations.

The final price will be adjusted based on the trading price of the company’s common stock during an averaging period beginning on June 18, 2026, linking economics partly to equity performance. Closing is expected between July 6, 2026 and July 16, 2026, subject to customary conditions.

If the full principal amount is repurchased, $54.8 million aggregate principal amount of these notes will remain outstanding. The overall impact depends on how this debt reduction and cash outlay interact with Omeros’ broader capital structure and liquidity, which would be detailed in subsequent company disclosures.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Notes to be repurchased $16.0 million aggregate principal 9.50% Convertible Senior Notes due 2029, subject to agreements
Total purchase price $34.0 million Inclusive of accrued and unpaid interest and all other obligations
Remaining notes outstanding $54.8 million aggregate principal If full $16.0 million principal is repurchased
Coupon rate 9.50% Convertible Senior Notes due 2029
Averaging period start June 18, 2026 Used to adjust purchase price based on common stock trading price
Expected closing window July 6–16, 2026 Anticipated completion period for note repurchases
9.50% Convertible Senior Notes due 2029 financial
"certain holders of its 9.50% Convertible Senior Notes due 2029 (the “Notes”)"
privately negotiated agreements financial
"entered into privately negotiated agreements with certain holders of its 9.50% Convertible Senior Notes"
Privately negotiated agreements are contracts made directly between specific parties rather than through a public market or auction, covering things like sales of shares, assets, or loans. They matter to investors because these deals can change who controls a company or its cash flow quickly but usually offer less price transparency, fewer public disclosures and lower immediate liquidity—like buying an item from a neighbor instead of from a store, you negotiate terms privately and may get a different price and fewer protections.
accrued and unpaid interest financial
"total purchase price, inclusive of accrued and unpaid interest and all other obligations"
Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.
customary closing conditions financial
"subject in each case to adjustment ... and customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
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Understanding 8-K Material Events →
false 0001285819 0001285819 2026-06-17 2026-06-17
 
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): June 17, 2026
 
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, par value $0.01 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 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
 
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 8.01 Other Events.
 
On June 17, 2026, Omeros Corporation (the “Company”) entered into privately negotiated agreements with certain holders of its 9.50% Convertible Senior Notes due 2029 (the “Notes”) under which it agreed to repurchase Notes having an aggregate principal amount of up to approximately $16.0 million for a total purchase price, inclusive of accrued and unpaid interest and all other obligations, of up to approximately $34.0 million, subject in each case to adjustment based on the trading price of the Company’s common stock during an averaging period beginning on June 18, 2026, and customary closing conditions. The Company expects the repurchases to close between July 6, 2026 and July 16, 2026, following the completion of the averaging period. If the full $16.0 million aggregate principal amount of Notes is repurchased, approximately $54.8 million aggregate principal amount of Notes will remain outstanding following the repurchases.
 
 
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: June 18, 2026
By:
/s/ Gregory A. Demopulos
 
 
Gregory A. Demopulos, M.D.
 
 
President, Chief Executive Officer and
 
 
Chairman of the Board of Directors
 

Source: View Original Filing on SEC EDGAR

FAQ

What debt repurchase did Omeros (OMER) announce in this Form 8-K?

Omeros agreed to repurchase up to approximately $16.0 million aggregate principal of its 9.50% Convertible Senior Notes due 2029. The repurchase is via privately negotiated agreements with certain noteholders, reducing this specific debt issue if fully completed.

How much will Omeros (OMER) pay for the repurchased 2029 convertible notes?

Omeros plans a total purchase price of up to approximately $34.0 million, including accrued and unpaid interest and all other obligations. This amount is subject to adjustment based on the trading price of Omeros’ common stock during a defined averaging period.

What amount of Omeros (OMER) 9.50% Convertible Senior Notes will remain outstanding?

If the full $16.0 million aggregate principal amount is repurchased, approximately $54.8 million aggregate principal of the 9.50% Convertible Senior Notes due 2029 will remain outstanding. This leaves a substantial but reduced balance of the convertible notes on the company’s books.

When are Omeros’ (OMER) convertible note repurchases expected to close?

Omeros expects the repurchases of its 9.50% Convertible Senior Notes due 2029 to close between July 6, 2026 and July 16, 2026. Closing will follow completion of the averaging period and is subject to customary closing conditions described in the agreement.

What determines the final purchase price of Omeros (OMER) 2029 notes repurchase?

The purchase price is subject to adjustment based on the trading price of Omeros’ common stock during an averaging period beginning on June 18, 2026. This mechanism ties the economics of the repurchase partly to the company’s equity market performance.

Filing Exhibits & Attachments

4 documents

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