--- title: "Omeros exchanges $70.8 million of 2026 convertible notes for 9.50% notes due" url: "https://aibio.space/news/omeros-exchanges-70-8-million-2026-convertible-notes-9-50-percent/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-05-15" section: "Debt Financing" tickers: "NASDAQ:OMER" source: "https://www.sec.gov/Archives/edgar/data/1285819/000143774925017211/omer20250407_8k.htm" summary: "The one-for-one exchange also means Omeros no longer has to make a $20.0 million term loan prepayment. Separately, it agreed to convert $10 million of the" --- By the aibio.space news desk. Sources - [OMEROS CORP Form 8-K filed May 15, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1285819/000143774925017211/omer20250407_8k.htm) - [OMEROS CORP Form 10-K filed March 31, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1285819/000143774925010216/omer20241231_10k.htm) [OMER](https://aibio.space/companies/omeros/) 2025-05-15 # Omeros exchanges $70.8 million of 2026 convertible notes for 9.50% notes due 2029 Tickers [OMER](https://aibio.space/companies/omeros/) The one-for-one exchange also means Omeros no longer has to make a $20.0 million term loan prepayment. Separately, it agreed to convert $10 million of the old notes into common stock. ## Key facts - **Company**: Omeros Corporation (NASDAQ: OMER) - **News type**: Debt Financing - **Primary source**: [OMEROS CORP Form 8-K filed May 15, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1285819/000143774925017211/omer20250407_8k.htm) *A city skyline in morning haze. CC0, via rawpixel. The picture shows the field, not the companies named.* Omeros Corporation (Nasdaq: [OMER](https://aibio.space/companies/omeros/)) completed a private exchange of approximately $70.8 million of its Convertible Senior Notes due 2026 for new 9.50% Convertible Senior Notes due 2029 on May 14, 2025. The company disclosed the exchange, plus a separate agreement to convert $10 million of the old notes into common stock, in a [Form 8-K filed May 15, 2025](https://www.sec.gov/Archives/edgar/data/1285819/000143774925017211/omer20250407_8k.htm). ## The convertible note exchange The exchange was one for one, so $70.8 million of principal went in and the same amount of new notes came out. It was done with a limited number of holders of the 2026 Notes under Exchange Agreements dated May 12, 2025. The company received the old notes, which will be cancelled. The new notes are senior, unsecured obligations of Omeros. They mature on June 15, 2029 unless converted, redeemed or repurchased earlier. Interest of 9.50% per annum is payable semi-annually on each June 15 and December 15, starting December 15, 2025. ## Conversion and redemption terms Holders can convert the new notes into common stock, cash or a combination, as the company elects. The initial conversion price is approximately $6.18 per share. Holders who convert from November 14, 2025 to, but excluding, June 1, 2029 (except in connection with a make-whole fundamental change) also get an interest make-whole payment, equal to the remaining scheduled interest payments through the earlier of 18 months after conversion and maturity. Omeros may redeem the notes in whole or in part for cash on or after June 20, 2027, but only if its stock price exceeds 130% of the conversion price on at least 20 trading days during a 30 consecutive trading day period ending just before the redemption notice, and on the trading day before that notice. The redemption price equals principal plus accrued and unpaid interest. If an event of default occurs, the Trustee or holders of at least 25% of the principal amount can declare the notes immediately due. For certain reporting failures, the company can elect for up to 180 days to pay only special interest as the remedy. The filing says the notes are effectively subordinated to the company's secured debt, to the extent of the collateral, and structurally subordinated to the liabilities of its subsidiaries. The notes were issued under an indenture dated August 14, 2020 with Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee. ## Effect on the term loan The filing says the smaller balance of 2026 Notes means Omeros no longer has to make a $20.0 million prepayment of the term loan under its 2024 Credit and Guaranty Agreement. That prepayment, plus a $1.0 million prepayment premium, would have been due on or before November 1, 2025 to avoid an accelerated maturity of the loan. ## The equitization transaction On May 12, 2025, Omeros signed note conversion agreements with two affiliated holders of the 2026 Notes. They will convert $10 million of principal into common stock in three equal tranches. The number of shares depends partly on the closing price on May 9, 2025 and partly on the 20-day VWAP on each tranche conversion date, subject to a floor conversion price. Final settlement is due no later than September 15, 2025. Omeros relies on the Section 4(a)(2) exemption in the Securities Act for the exchange and expects to rely on it for the conversion shares. ## About the company Omeros calls itself, in its [annual report on Form 10-K filed March 31, 2025](https://www.sec.gov/Archives/edgar/data/1285819/000143774925010216/omer20241231_10k.htm), a clinical-stage biopharmaceutical company. Its lead complement candidate, narsoplimab (OMS721), is a MASP-2 inhibitor aimed mainly at hematopoietic stem cell transplant-associated thrombotic microangiopathy. Zaltenibart (OMS906), a MASP-3 antibody, is in development for paroxysmal nocturnal hemoglobinuria and complement 3 glomerulopathy. The same 8-K reports first-quarter results in an exhibit. President, Chief Executive Officer and Chairman of the Board of Directors Gregory A. Demopulos, M.D., signed it. The 10-K was also signed by David J. Borges, Vice President, Finance, Chief Accounting Officer and Treasurer. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story OMER Omeros Corporation NASDAQ ยท United States Open the starter desk ## More in Debt Financing Debt Financing ### [Pelthos amends Horizon venture loan, funds Loans E to H and adds Loans I and J](https://aibio.space/news/pelthos-amends-horizon-venture-loan-funds-loans-e-h-adds-loans/) Oct 30, 2026 Debt Financing ### [Repligen announces $1.0 billion private convertible notes transaction](https://aibio.space/news/repligen-announces-1-0-billion-private-convertible-notes-transaction/) Oct 30, 2026 Debt Financing ### [FOXO to buy Ludwig Enterprises preferred stock with majority voting power](https://aibio.space/news/foxo-buy-ludwig-enterprises-preferred-stock-majority-voting-power/) Oct 29, 2026 --- Source page: https://aibio.space/news/omeros-exchanges-70-8-million-2026-convertible-notes-9-50-percent/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Omeros exchanges $70.8 million of 2026 convertible notes for 9.50% notes due", 2025-05-15, https://aibio.space/news/omeros-exchanges-70-8-million-2026-convertible-notes-9-50-percent/