Omeros prices $22 million registered direct offering at $4.10 a share

Omeros Corporation (Nasdaq: OMER) agreed on July 24, 2025 to sell 5,365,853 shares of common stock at $4.10 each in a registered direct offering to Polar Asset Management Partners. The purchase price totals $21,999,997. The company's press release, filed as an 8-K exhibit on July 25, 2025, says the price is a premium of approximately 14% to the closing price on the agreement date. The prospectus supplement gives the last reported sale price on July 24, 2025 as $3.59. The closing was expected on or about July 28, 2025.

Who sold the stock

D. Boral Capital LLC is the exclusive placement agent. The supplement sets its fee at 6% of gross proceeds, or $1,320,000, which leaves $20,679,997 before expenses. The company estimates net proceeds of about $20.3 million after the agent's fee and estimated offering expenses. The offering is made under a shelf registration on Form S-3 declared effective on November 17, 2022. The file numbers differ: the release and the supplement's text cite 333-268269, while the supplement's cover cites 333-268259.

The going-concern warning

The company's financial statements for 2024, audited by Ernst & Young LLP, carry an explanatory paragraph. It describes conditions that raise substantial doubt about Omeros's ability to continue as a going concern, as set out in Note 1 to the statements in the 2024 annual report. The supplement incorporates that report by reference, so the warning applies to this offering.

Cash, shares and the pause

As of July 18, 2025, Omeros had 61,760,935 shares outstanding and about $26.0 million of cash and cash equivalents. The 5,365,853 new shares would be added to that count after closing.

The company says it began opening clinical trial sites for its Phase 3 zaltenibart program in paroxysmal nocturnal hemoglobinuria, or PNH, in the first quarter of 2025. It then paused that program temporarily, citing capital availability and the planned increase in trial spending. The supplement does not say when the pause would end.

The company's lead candidate, narsoplimab, is focused on transplant-associated thrombotic microangiopathy, and the supplement says the FDA target action date for its resubmitted biologics license application was September 25, 2025 and is to be extended to December 26, 2025. The company is talking with the FDA about whether the extension is needed. For OMS527, a cocaine-use program, the FDA has asked for more preclinical information before an in-patient study in cocaine users can begin. Omeros says it is discussing the scope of that request with the agency. The program is funded by a National Institute on Drug Abuse grant of $6.24 million over three years, of which Omeros has received $1.5 million.

The partnership the company is counting on

Omeros says it is in discussions over asset acquisition or licensing agreements for certain clinical assets. The most advanced discussion involves what the company describes as a potential multi-billion total transaction value, exclusive of royalties. The company says that if the deal closes, its upfront payment would repay in full the $67.1 million secured term loan, including prepayment premiums. It would also repay about $17.1 million of 5.25% convertible senior notes due February 15, 2026, and provide enough capital for more than 12 months of operations after closing.

The supplement does not name the counterparty, and it does not say an agreement has been signed. The offering is being raised before that deal is in place.

What the proceeds are for

The company says it will use the net proceeds for general corporate purposes, including clinical and pre-clinical development of current and future product candidates, and for working capital. The supplement points to its "Use of Proceeds" section on page S-9 for detail.

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