aibioOmeros closes zaltenibart sale to Novo Nordisk, receives $240.0 million and repays term loan
Tickers OMER
Omeros got $240.0 million upfront and may earn up to $510 million in development and approval milestones and $1.3 billion in sales milestones. About $72.6 million retired its credit agreement and the board approved a buyback of up to $100.0 million.
Key facts
- Company
- Omeros Corporation (NASDAQ: OMER)
- News type
- Mergers
- Primary source
- OMEROS CORP Form 8-K filed December 1, 2025 (SEC EDGAR)
Omeros Corporation (Nasdaq: OMER) closed the sale of its zaltenibart program to Novo Nordisk Health Care AG on November 25, 2025 and received $240.0 million in cash at closing. The company used part of that payment to repay its term loan in full. It disclosed the closing, the repayment and a new share repurchase program in a Form 8-K filed December 1, 2025. Only the $240.0 million is paid at closing. The rest of the headline value is contingent.
The sale to Novo Nordisk
The closing completed the Asset Purchase and License Agreement dated October 10, 2025. Novo Nordisk received exclusive global rights in all indications to develop and commercialize zaltenibart (OMS906), certain related monoclonal antibodies and antigen-binding fragments, and related pharmaceutical products. Omeros sold and transferred certain assets and liabilities tied to those compounds.
The filing describes zaltenibart as a first-in-class, late-stage clinical, humanized monoclonal antibody targeting MASP-3. Omeros keeps its MASP-3 small-molecule program, which is unrelated to zaltenibart, and retains its "grandfathered" MASP-3 antibodies, with temporal and indication restrictions on commercialization.
The money, and what is contingent
Omeros received an upfront cash payment of $240.0 million at closing. It can also receive up to $510 million in one-time development and approval milestone payments and up to $1.3 billion in one-time sales-based milestone payments, each paid on the first achievement of the milestone events set out in the agreement. The 8-K says the upfront cash and the potential milestones represent a total of $2.1 billion. Omeros is also eligible for tiered royalties on annual net sales, at rates ranging from high single digits to high teens, subject to reduction in certain circumstances. None of the milestones or royalties is paid unless the events happen.
Debt repaid and covenant released
About $72.6 million of the upfront payment went to retire the Credit and Guarantee Agreement dated June 3, 2024, among Omeros, its lenders and Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent. The repayment covered the $67.1 million outstanding term loan, a $3.4 million mandatory prepayment premium, $2.0 million of incurred interest and approximately $0.1 million of transaction expenses.
Repaying the loan released all liens and covenants under the credit agreement. One was a requirement to keep at least $25.0 million of unrestricted cash, cash equivalents and short-term investments at all times. The filing says that $25.0 million is now released into working capital. The credit agreement was terminated.
Going concern and the rejected drug
The company's Form 10-K, filed March 31, 2025, says management has concluded that substantial doubt exists about its ability to continue as a going concern through one year from the issuance of the statements. The 10-K says that generating positive cash flow from operations and obtaining additional financing will be required to continue.
The narsoplimab history is a warning for the remaining pipeline. In October 2021, Omeros received a complete response letter from the FDA on its biologics license application for narsoplimab in treatment-associated thrombotic microangiopathy (TA-TMA). The FDA said it had difficulty estimating the treatment effect and that more information was needed for approval. Omeros appealed through a formal dispute resolution process that concluded in late 2022, and the appeal was denied.
Transition services and buyback
At closing, Omeros and Novo Nordisk entered a transition services agreement under which Novo Nordisk reimburses Omeros for the services Omeros provides.
On November 29, 2025, the board approved an indefinite term share repurchase program. Omeros may buy back up to $100.0 million of its common stock from time to time, in the open market or in privately negotiated transactions.
About the company and signatories
The 10-K describes Omeros as a clinical-stage biopharmaceutical company developing small-molecule and protein therapeutics for immunologic diseases, including complement-mediated diseases. The 10-K described zaltenibart as in development for paroxysmal nocturnal hemoglobinuria and complement 3 glomerulopathy. Gregory A. Demopulos, M.D., President, Chief Executive Officer and Chairman, signed the 8-K.