What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-13 · 25 added, 74 removed, 125 unchanged (44% of the section changed)

16 unchanged sentences

Based on the results of this assessment and on those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Ernst & Young LLP has independently assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 and its report is included below.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fourth fiscal quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Omeros Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Omeros Corporation’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, Omeros Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Omeros Corporation as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), shareholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated March 13, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Seattle, Washington

March 13, 2023

OTHER INFORMATION

(b) During the three months ended December 31, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act or any “non-Rule 10b5 - 1 trading arrangement” (as defined in Item 408 (c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

9 unchanged sentences

The following table provides certain information regarding our equity compensation plans in effect as of December 31, 2023:

Number of Securities

Remaining Available

Number of Securities

Exercise Price

Future Issuance

Issued Upon Exercise

Outstanding Options,

Warrants and Rights

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans approved by security holders:

1 unchanged sentence

2008 Equity Incentive Plan (2)

(1) Our 2017 Omnibus Incentive Compensation Plan (the “2017 Plan”) provides for the grant of incentive and non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and subsidiary corporations’ employees and consultants.

The 2017 Plan replaced the Omeros Corporation 2008 Equity Incentive Plan (the “2008 Plan”), and as a result we will not grant any new awards under the 2008 Plan.

(1) Our 2017 Plan provides for the grant of incentive and non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and subsidiary corporations’ employees and consultants.

The 2017 Plan replaced the 2008 Plan, and as a result we will not grant any new awards under the 2008 Plan.

Any stock option awards granted under the 2008 Plan that were outstanding as of the effective date of the 2017 Plan remained in effect pursuant to their terms and, if the award is canceled or is repurchased, the shares underlying such award become available for grant under the 2017 Plan.

18 unchanged sentences

Form of Omeros Corporation common stock certificate

Form of Omeros Corporation April 2018 Common Stock Warrant

Indenture, dated as of November 15, 2018, between Omeros Corporation and Wells Fargo Bank, National Association, as trustee (including the form of 6.25% Convertible Senior Notes due 2023).

Indenture, dated as of August 14, 2020, between Omeros Corporation and Wells Fargo Bank, National Association, as trustee

First Supplemental Indenture, dated as of August 14, 2020, between Omeros Corporation and Wells Fargo Bank, National Association, as trustee (including the form of 5.25% Convertible Senior Notes due 2026)

Technology License Agreement, effective August 28, 2020 between Omeros Corporation and Xencor, Inc.

Asset Purchase Agreement, dated as of December 1, 2021 among Omeros Corporation, Rayner Surgical Inc.

and Rayner Surgical Group, Limited, as Parent Guarantor

Form of Indemnification Agreement entered into between Omeros Corporation and its directors and officers

6 unchanged sentences

dated April 7, 2010

Technology Transfer Agreement between Omeros Corporation and Gregory A.

Demopulos, M.D.

dated June 16, 1994

Second Technology Transfer Agreement between Omeros Corporation and Gregory A.

Demopulos, M.D.

dated December 11, 2001

Omeros Corporation Non-Employee Director Compensation Policy

13 unchanged sentences

Thirteenth Amendment to Lease dated January 1, 2021 between Omeros Corporation and BMR-201 Elliott Avenue LLC

Exclusive License and Sponsored Research Agreement between Omeros Corporation and the University of Leicester dated June 10, 2004

Research and Development Agreement First Amendment between Omeros Corporation and the University of Leicester dated October 1, 2005

Research and Development Agreement Eighth and Ninth Amendments between Omeros Corporation and the University of Leicester dated March 21, 2012 and September 1, 2013

Patent Assignment Agreement between Omeros Corporation and Roberto Ciccocioppo, Ph.D.

dated February 23, 2009

First Amendment to Patent Assignment Agreement between Omeros Corporation and Roberto Ciccocioppo, Ph.D.

effective December 31, 2010

F ourteenth Amendment to Lease dated January 14, 2022 between Omeros Corporation and BMR-201 Elliott Avenue LLC

License Agreement between Omeros Corporation and Daiichi Sankyo Co., Ltd.

4 unchanged sentences

2 to License Agreement with an effective date of January 25, 2013 between Omeros Corporation and Daiichi Sankyo Co., Ltd.

Exclusive License Agreement between Omeros Corporation and Helion Biotech ApS dated April 20, 2010

Platform Development Funding Agreement between Omeros Corporation and Vulcan Inc.

and its affiliate dated October 21, 2010

Grant Award Agreement between Omeros Corporation and the Life Sciences Discovery Fund Authority dated October 21, 2010

Form of capped call transaction confirmation, dated as of November 8, 2018, by and between Royal Bank of Canada and Omeros Corporation, in reference to the 6.25% Convertible Senior Notes due 2023

Form of capped call transaction confirmation, in reference to the 5.25% Convertible Senior Notes due 2026

Master Services Agreement, dated July 28, 2019, between Omeros Corporation and Lonza Biologics Tuas Pte.

Technology License Agreement, effective August 28, 2020 between Omeros Corporation and Xencor, Inc.

Asset Purchase Agreement, dated as of December 1, 2021 among Omeros Corporation, Rayner Surgical Inc.

and Rayner Surgical Group, Limited, as Parent Guarantor

Amended and Restated Royalty Purchase Agreement between Omeros Corporation and DRI Healthcare Acquisitions LP dated February 1, 2024

Consent of Independent Registered Public Accounting Firm

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Omeros Corporation Compensation Clawback Policy

Inline XBRL Instance Document

6 unchanged sentences

Indicates management contract or compensatory plan or arrangement.

† Portions of this exhibit are redacted in accordance with a grant of confidential treatment.

Certain identified information has been excluded from the exhibit because it both (A) is not material and (B) would be competitively harmful if publicly disclosed.

1 unchanged sentence

Not included.

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, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OMEROS CORPORATION

4 unchanged sentences

and Chairman of the Board of Directors

March 13, 2023

April 1, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

March 13, 2023

April 1, 2024

Demopulos, M.D.

1 unchanged sentence

Vice President, Finance, Chief Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

March 13, 2023

April 1, 2024

/s/ THOMAS F.

March 13, 2023

April 1, 2024

/s/ THOMAS J.

March 13, 2023

April 1, 2024

DEMOPULOS, M.D.

March 13, 2023

April 1, 2024

Demopulos, M.D.

/s/ ARNOLD C.

March 13, 2023

April 1, 2024

HOOD, M.D., PH.D.

March 13, 2023

April 1, 2024

Hood, M.D., Ph.D.

/s/ RAJIV SHAH, M.D.

March 13, 2023

/s/ DIANA PERKINSON, M.D.

April 1, 2024

Diana Perkinson, M.D.

April 1, 2024

Rajiv Shah, M.D.

/s/ KURT ZUMWALT

March 13, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures