What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 327 added, 300 removed, 770 unchanged (45% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

September 30,

Current assets:

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Convertible senior notes, net

Share-settled liability

Lease liabilities

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Preferred stock, par value $ 0.01 per share, 20,000,000 shares authorized;

none issued and outstanding at June 30, 2025 and December 31, 2024.

Common stock, par value $ 0.01 per share, 150,000,000 shares authorized at June 30, 2025 and December 31, 2024;

60,022,332 and 58,044,465 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

none issued and outstanding at September 30, 2025 and December 31, 2024.

Common stock, par value $ 0.01 per share, 150,000,000 shares authorized at September 30, 2025 and December 31, 2024;

70,073,622 and 58,044,465 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Costs and expenses:

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Loss from operations

Interest expense

Interest expense, net of remeasurement adjustments and other

Interest and other income

Loss on early extinguishment of 2026 convertible senior notes

Gain on change in fair value of financial instruments

Loss on early extinguishment of 2026 Notes

Net loss on change in fair value of financial instruments

Net loss from continuing operations

Net income from discontinued operations, net of tax

Net income (loss) from discontinued operations, net of tax

Basic net income (loss) per share:

Net loss from continuing operations

Net income from discontinued operations

Net income (loss) from discontinued operations

Weighted-average shares used to compute basic net income (loss) per share

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Balance at March 31, 2025

Issuance of common stock - at-the-market equity offering facility, net

Issuance of common stock - 2026 Notes equitization

Issuance of common stock upon exercise of stock options

Stock-based compensation expense

Balance at June 30, 2025

Issuance of common stock - registered direct offering

Issuance of common stock - at-the-market equity offering facility, net

Issuance of common stock - 2026 Notes equitization

Balance at June 30, 2025

Issuance of common stock upon exercise of stock options

Stock-based compensation expense

Balance at September 30, 2025

Balance at January 1, 2024

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Balance at June 30, 2024

Issuance of common stock upon exercise of stock options

Stock-based compensation expense

Balance at September 30, 2024

See accompanying Notes to Condensed Consolidated Financial Statements

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(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

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Stock-based compensation expense

Loss on early extinguishment of 2026 convertible senior notes

Loss on early extinguishment of 2026 Notes

Amortization of discount and issuance costs on convertible notes

Remeasurement on fair value of financial instruments

Depreciation and amortization

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Remeasurement of OMIDRIA contract royalty asset

Remeasurement on fair value of financial instruments

Amortization of non-cash interest and issuance costs on term debt

Amortization of premium and issuance costs on term debt

Accretion on U.S.

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Financing activities:

Proceeds from registered direct offering, net

Proceeds from issuance of common stock from the ATM facility, net

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Repurchases of common stock

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Net decrease in cash and cash equivalents

3 unchanged sentences

Exchange of 2026 Notes for 2029 Notes

Exchange of 2026 Notes for share-settled liability

Exchange of 2026 Notes for common stock

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Our clinical-stage development programs include:

zaltenibart, also known as OMS906, our antibody targeting mannan-binding lectin-associated serine protease-3 (“MASP-3”), the key activator of the alternative pathway of complement;

narsoplimab, our antibody targeting mannan-binding lectin-associated serine protease 2 (“MASP-2”), the effector enzyme of the lectin pathway of complement;

OMS1029, our long-acting antibody targeting MASP-2;

zaltenibart, also known as OMS906, our antibody targeting mannan-binding lectin-associated serine protease-3 (“MASP-3”), the key activator of the alternative pathway of complement;

and OMS527, our phosphodiesterase 7 (“PDE7”) inhibitor program.

Clinical development of narsoplimab is currently focused primarily on TA-TMA.

On October 10, 2025, we entered into an APLA with Novo Nordisk Health Care AG (“Novo Nordisk”), pursuant to which Novo Nordisk will receive exclusive global rights in all indications to develop and commercialize zaltenibart and certain related monoclonal antibodies and antigen-binding fragments (collectively, the “Compounds”), and related pharmaceutical products (“Products”) upon the Closing as defined below.

Under the APLA, we agreed to sell and transfer, and Novo Nordisk agreed to purchase and assume, certain assets and liabilities related to the Compounds and Products, and the parties agreed to grant and receive certain intellectual property licenses, as further described below (the “Transaction”).

Subject to the satisfaction or waiver of the closing conditions contained in the APLA, the Transaction is expected to close in the fourth quarter of 2025.

Pursuant to the terms and subject to the conditions of the APLA, we are eligible to receive $ 340.0 million in upfront and near-term milestone payments, of which $ 240.0 million is to be received by us at the closing of the Transaction (the “Closing”).

Beyond the $ 340.0 million, we can receive (i) an additional $ 410.0 million in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of each of the development and approval milestone events as set forth in the APLA and (ii) up to $ 1.3 billion in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of certain sales-based milestone events as set forth in the APLA.

We are also eligible under the APLA to receive tiered royalties on annual net sales of Products at percentage rates ranging from high single digit to high teens, subject to reduction in certain circumstances, as set forth in the APLA.

The Closing is subject to the satisfaction or waiver of certain customary closing conditions, including (i) the absence of any law, order, or governmental proceeding that prohibits or makes illegal the consummation of the Transaction, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the accuracy of each party’s representations and warranties contained in the APLA (subject to customary materiality and other qualifiers), (iv) each party’s performance and compliance with its covenants contained in the APLA, (v) the absence of a material adverse effect, and (vi) delivery of certain closing deliverables.

We have substantially completed two Phase 2 clinical trials evaluating zaltenibart in paroxysmal nocturnal hemoglobinuria (“PNH”) and have an ongoing open label extension study to assess the long-term efficacy and safety of zaltenibart in PNH patients who have completed either of the two Phase 2 clinical trials.

We also have a small, ongoing Phase 2 study evaluating zaltenibart in complement 3 glomerulopathy (“C3G”), a rare and debilitating renal disease driven by complement dysregulation.

We began initiating clinical trial sites in our Phase 3 program for zaltenibart in PNH during the first quarter of 2025;

however, based on considerations of capital availability and the anticipated ramp up in spending on those trials, we have determined temporarily to pause our Phase 3 clinical development program for zaltenibart in this indication in order to prioritize the use of our available capital to other programs.

Our ongoing and planned clinical programs for zaltenibart will be transitioned to Novo Nordisk following the closing of the Transaction throughout which we will provide certain transition services to Novo Nordisk.

Our pipeline of clinical-stage complement-targeted therapeutic candidates also includes narsoplimab in TA-TMA, which, upon approval, will be marketed as YARTEMLEA.

We successfully completed a pivotal clinical trial for narsoplimab in TA-TMA and previously submitted to FDA a BLA seeking marketing approval for narsoplimab in this indication.

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The resubmission was accepted for review by FDA as a class 2 resubmission and, pursuant to the Prescription Drug User Fee Act (“PDUFA”), was assigned a target action date for the FDA decision of September 25, 2025.

Following the submission of information in response to an information request from FDA, FDA informed us that the PDUFA date will be extended to December 26, 2025.

To date, all analyses requested by FDA as part of its review have been consistent with and have provided statistically significant support of narsoplimab’s benefit demonstrated in the analyses submitted as part of the BLA resubmission.

In addition, FDA has stated that, assuming no major deficiencies are identified during its review, labeling discussions are planned to begin no later than October 2025.

Following the submission of information in response to an information request from FDA, FDA informed us that the PDUFA date has been extended to December 26, 2025.

We expect that FDA will meet this PDUFA date.

All analyses requested by FDA as part of its review have been consistent with and have provided statistically significant support of narsoplimab’s benefit demonstrated in the analyses submitted as part of the BLA resubmission.

In June 2025, we submitted a MAA for narsoplimab for the treatment of TA-TMA in the European Union.

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Available quantities are expected to be sufficient to support a Phase 2 clinical program.

Our pipeline of clinical-stage complement-targeted therapeutic candidates also includes zaltenibart, a proprietary, patented monoclonal antibody targeting MASP-3, the key and most proximal activator of the alternative pathway of complement.

We also have a small, ongoing Phase 2 study evaluating zaltenibart in complement 3 glomerulopathy (“C3G”), a rare and debilitating renal disease driven by complement dysregulation.

We began initiating clinical trial sites in our Phase 3 program for zaltenibart in PNH during the first quarter of 2025;

We are working with our vendors and investigators to ensure that these studies can be restarted with as little disruption to the timeline as possible after securing capital and allocating it to the program.

Our PDE7 inhibitor program, which we refer to as OMS527, comprises multiple PDE7 inhibitor compounds and is based on our discoveries of previously unknown links between PDE7 and any addiction or compulsive disorder, and between PDE7 and any movement disorders.

In April 2023, we were awarded a grant from the National Institute on Drug Abuse (“NIDA”), part of the National Institutes of Health, to develop, at NIDA’s request, our lead orally administered PDE7 inhibitor compound for the treatment of cocaine use disorder.

NIDA awarded the grant to us for a total of $ 6.2 million over three years, of which we have claimed and received $ 1.5 million of funding to date.

The grant is intended to support preclinical cocaine interaction/toxicology studies to assess safety of the therapeutic candidate in the presence of concomitant cocaine administration, as well as an in-patient, placebo-controlled clinical study evaluating the safety and effectiveness of OMS527 in adult cocaine users who receive concurrent intravenous cocaine.

The preclinical studies, designed by NIDA toxicologists, have been successfully completed with no safety findings and provide drug-interaction safety data in support of the planned in-patient human study of OMS527 in cocaine users.

FDA has requested that we provide additional preclinical information prior to initiating the clinical in-patient study in cocaine users, which we are targeting for the first part of 2026.

NIDA awarded the grant to us for a total of $ 6.2 million over three years, of which we expensed $ 2.1 million and have claimed and received $ 1.6 million of funding to date.

The grant is intended to support preclinical cocaine interaction/toxicology studies to assess safety of the therapeutic candidate in the presence of concomitant cocaine administration, as well as an in-patient, placebo-controlled clinical study evaluating the safety and efficacy of OMS527 in adult cocaine users who receive concurrent intravenous cocaine.

The preclinical studies, designed with NIDA toxicologists, have been successfully completed with no safety findings and provide drug-interaction safety data in support of the planned in-patient human study of OMS527 in cocaine users.

FDA has requested that we provide additional preclinical information prior to initiating the clinical in-patient study in cocaine users, which we are targeting for the second half of 2026.

We also have various programs in preclinical research and development.

Liquidity and Capital Resources

As of June 30, 2025, we had cash, cash equivalents, and short-term investments of $ 28.7 million.

For the six months ended June 30, 2025, our cash used in operations was $ 57.8 million and included a net loss for the six months ended June 30, 2025 of $ 58.9 million.

Pursuant to a covenant in the Credit Agreement, we must maintain $ 25.0 million of unrestricted cash, cash equivalents and short-term investments at all times.

We have maintained a balance of unrestricted cash, cash equivalents, and short-term investments greater than $ 25.0 million and at no time during the quarter or through the date of issuance of these condensed consolidated financial statements have we been in violation of any of our debt covenants.

As of September 30, 2025, we had cash, cash equivalents, and short-term investments of $ 36.1 million.

For the nine months ended September 30, 2025, our cash used in operations was $ 76.3 million and included a net loss for the nine months ended September 30, 2025 of $ 89.8 million.

Pursuant to a covenant under that certain Credit and Guarantee Agreement, dated June 3, 2024 (the “Credit Agreement”), among the Company, the various lenders party thereto, and Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, we must maintain $ 25.0 million of unrestricted cash, cash equivalents and short-term investments at all times.

We have maintained a balance of unrestricted cash, cash equivalents, and short-term investments greater than $ 25.0 million and at no time during the nine months ended September 30, 2025 or through the date of issuance of these condensed consolidated financial statements have we been in violation of any of our debt covenants.

In recent years, Omeros has incurred net losses from continuing operations and negative cash flows from operations.

On May 14, 2025, we completed the exchange (the “Convertible Note Exchange”) of $ 70.8 million of our existing 5.25 % convertible senior notes due on February 15, 2026 (“2026 Notes”) on a one-for-one basis for newly issued convertible senior notes maturing on June 15, 2029 (the “2029 Notes”).

The Convertible Note Exchange was conducted with a limited number of holders of the 2026 Notes pursuant to exchange agreements dated as of May 12, 2025.

The 2029 Notes are convertible at the option of the holder into shares of common stock, cash or a combination thereof, as elected by the Company, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

Holders who convert their 2029 Notes after November 13, 2025 and prior to June 1, 2029 (except for any conversion in connection with a make-whole fundamental change) are entitled to an interest make-whole payment equal to the sum of the remaining scheduled payments of interest that would have been made had the 2029 Notes remained outstanding from their conversion date through the earlier of (i) the date that is 18 months following their conversion date, and (ii) June 15, 2029 , the maturity date.

The initial conversion rate for the 2029 Notes is equivalent to an initial conversion price of approximately $ 6.18 per share of the Company’s common stock.

The conversion rate is subject to adjustment in certain circumstances.

On May 12, 2025, we also entered into note conversion agreements (each, a “Note Conversion Agreement”) with two affiliated holders of the 2026 Notes to convert $ 10.0 million aggregate principal amount of 2026 Notes into shares of our common stock (the “Equitization Transaction”) in three tranches.

The number of shares of common stock issued or issuable in each tranche has been, or is to be, determined based in part on the closing price of the Company’s common stock on May 9, 2025 and in part based on the 20 -day VWAP applicable to the relevant tranche conversion date, subject to a floor conversion price.

As of June 30, 2025, we delivered 539,320 shares of the first tranche under this agreement with the remaining shares of the first tranche to be delivered on July 15, 2025.

As of June 30, 2025, we have recorded a $ 7.6 million share-settled liability in our condensed consolidated balance sheet representing the remaining liability owed to the two affiliate holders.

We subsequently delivered an aggregate of 1,996,555 additional shares in connection with the completion of the settlement for the first tranche, the settlement of the second tranche and the partial settlement of the third tranche.

The Note Conversion Agreements provide that the final settlement will occur no later than September 15, 2025.

The Convertible Note Exchange and the Equitization Transaction reduced the aggregate principal balance of our 2026 Notes from $ 97.9 million to $ 17.1 million.

As a result of the Company reducing the principal balance of the 2026 Notes through the Convertible Note Exchange and the Equitization Transaction discussed earlier, we will no longer be required to make a $ 20.0 million prepayment of our outstanding Term Loan and an associated prepayment premium under the Credit Agreement.

These amounts otherwise would have been required to be paid in November 2025 to avoid accelerated maturity of the entire Term Loan balance.

(See “Note 6 — Debt”).

On July 28, 2025, we issued and sold to entities managed by Polar Asset Management Partners (collectively, “Polar”) 5,365,853 shares of our common stock at a price of $ 4.10 per share, representing a 14 % premium to the closing OMER stock price on the day of pricing, in a registered direct offering.

We received approximately $ 20.6 million in cash proceeds net of offering expenses.

As we currently do not have an ongoing source of revenue sufficient to cover our operating costs, we will need to raise additional capital to accomplish our business plan.

To raise capital for our operations, we may pursue public and private offerings of our equity securities, additional debt transactions or restructurings, future royalty sales, or other strategic transactions, which may include licensing or selling a portion or all of one or more of our existing technologies.

However, pursuing debt financings, certain equity offerings or other strategic transactions may result in mandatory prepayments of the Term Loan to the Credit Agreement.

The conditions described above, exclusive of any potential future activities, including the anticipated closing of the Transaction with Novo Nordisk or receipt of any related potential milestone payments and/or near-term regulatory approval of narsoplimab, raise substantial doubt with respect to our ability to meet our obligations through one year from the issuance of the Company’s condensed consolidated financial statements.

Our ability to continue as a going concern will require us to do one or several of the following:

generate positive cash flow from operations, enter into strategic alliances, obtain additional financing, and/or sell assets.

The Transaction with Novo Nordisk is expected to close in the fourth quarter of 2025 and would provide us with $ 240.0 million in upfront cash.

A portion of the $240.0 million upfront payment would be applied to the repayment of all outstanding obligations under the Credit Agreement.

The repayment would relate to the $ 67.1 million outstanding term debt (the “Term Loan”) under the Credit Agreement, along with related prepayment premiums, expenses and accrued and unpaid interest.

Repayment of our obligations under the Credit Agreement would result in the release in full of all liens and covenants thereunder including the covenant requiring us to maintain a minimum of $ 25.0 million in unrestricted cash, cash equivalents and short-term investments at all times.

(See “Note 6 — Debt” for further details).

Further, we have a sales agreement pursuant to an at-the-market (“ATM”) equity offering facility through which we may, from time to time, offer and sell shares of our common stock equaling an aggregate amount of up to $ 150.0 million.

During the six months ended June 30, 2025, we received $ 6.4 million of net proceeds from the sale of our common stock through the ATM facility and have received $ 2.1 million subsequent to June 30, 2025.

On July 28, 2025, we issued and sold 5,365,853 shares of our common stock in a registered direct offering to entities managed by Polar Asset Management Partners (collectively, “Polar”) at a price of $ 4.10 per share, representing a 14 % premium to the closing price of our common stock on the date of the definitive agreement for the purchase of shares.

We received $ 20.3 million in cash proceeds net of offering expenses.

Further, we have a sales agreement pursuant to an at-the-market (“ATM”) equity offering facility through which we may, from time to time, offer and sell shares of our common stock for proceeds of up to an aggregate amount of $ 150.0 million.

During the three and nine months ended September 30, 2025, we received $ 9.0 million and $ 15.3 million, respectively, of net proceeds from the sale of our common stock through the ATM facility and have received $ 3.6 million subsequent to September 30, 2025.

(See “Note 11 – Stockholders Deficit”).

We may also consider potential asset acquisition and/or licensing agreements in connection with certain of our clinical assets to raise capital.

If the ATM facility or other capital resources, for any reason, are needed but inaccessible, it would have a significant negative impact on our financial condition.

If the ATM facility is needed but inaccessible, we are not able to close the Transaction, or we are not able to obtain debt and/or royalty-related financing and/or partnering funding in connection with a near-term regulatory approval of narsoplimab, it would have a significant negative impact on our financial condition.

For purposes of determining available capital resources, any future royalty and/or milestone receipts are excluded.

We have taken steps to manage our operating expenses and reduce our projected cash requirements by delaying clinical trials and reducing selected research and development efforts.

Should it be necessary, we may determine to further reduce or delay these or other aspects of our operations and/or implement other restructuring activities.

The conditions described above, including the need to raise additional capital, when evaluated in accordance with the relevant accounting literature, raise substantial doubt with respect to our ability to meet our obligations through one year from the issuance of the Company’s condensed consolidated financial statements.

Our ability to continue as a going concern will require us to generate positive cash flow from operations, obtain additional financing, enter into strategic alliances, and/or sell assets, and this determination is made without considering any such potential future activities.

The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to our ability to continue as a going concern.

Should it be necessary, we may determine to further reduce or delay these or other aspects of our operations and/or implement restructuring activities.

Should the need arise to raise further capital for our operations, we may pursue public and private offerings of our equity securities, future royalty sales, or other strategic transactions, which may include licensing or selling a portion or all of one or more of our existing technologies.

Basis of Presentation

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The Company’s CODM is our Chief Executive Officer.

For the three and six months ended June 30, 2025, the Company has identified one operating and reportable segment.

For the three and nine months ended September 30, 2025, the Company has identified one operating and reporting segment.

The CODM reviews net loss and expenses reported on the condensed consolidated statement of operations and comprehensive income (loss).

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In June 2024, we performed an assessment of the Credit Agreement and determined that it met the criteria to be accounted for as a troubled debt restructuring.

As a result, the $ 29.3 million difference between the $ 118.1 million aggregate principal amount of the 2026 Notes repurchased by the Company and the $ 88.8 million aggregate repurchase price (consisting of the $ 67.1 million Term Loan and $ 21.7 million cash on hand) was recorded as a premium (i.e.

As a result, the $ 29.3 million difference between the $ 118.1 million aggregate principal amount of the 2026 Notes (as defined below) repurchased by the Company and the $ 88.8 million aggregate repurchase price (consisting of the $ 67.1 million Term Loan and $ 21.7 million cash on hand) was recorded as a premium (i.e.

an increase) to the term debt recorded on our condensed consolidated balance sheet instead of being recognized as a gain on early extinguishment of debt.

We amortize the premium as both a reduction of term debt in the condensed consolidated balance sheet and interest expense in the condensed consolidated statement of operations and comprehensive loss over the duration of the Term Loan.

Exchange of 2026 Notes for 2029 Notes and Share-Settled Liabilities

On May 14, 2025, we exchanged (1) $ 70.8 million of aggregate principal amount of 2026 Notes on a one-for-one basis for newly-issued 2029 Notes in the Convertible Note Exchange and (2) $ 10.0 million of aggregate principal amount of 2026 Notes for shares of our common stock to be delivered in three tranches pursuant to terms of the Note Conversion Agreements.

Exchange of 2026 Notes for 2029 Notes and Common Stock

On May 14, 2025, we completed the exchange (the “Convertible Note Exchange”) of $ 70.8 million of our existing 5.25 % convertible senior notes due on February 15, 2026 (the “2026 Notes”) on a one-for-one basis for newly-issued convertible senior notes maturing on June 15, 2029 (the “2029 Notes”).

The Convertible Note Exchange was conducted with a limited number of holders of the 2026 Notes pursuant to exchange agreements dated as of May 12, 2025.

The 2029 Notes are convertible at the option of the holders into shares of common stock, cash or a combination thereof, as elected by the Company, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

The initial conversion rate for the 2029 Notes is equivalent to an initial conversion price of approximately $ 6.18 per share of our common stock.

The conversion rate is subject to adjustment in certain circumstances.

On May 12, 2025, we entered into note conversion agreements (each, a “Note Conversion Agreement”) with two holders of the 2026 Notes to convert $ 10.0 million aggregate principal amount of 2026 Notes into shares of our common stock (the “Equitization Transaction”) in three tranches.

Our obligation to deliver shares in three tranches was initially accounted for as a share-settled liability measured at fair value.

As of September 30, 2025, we completed the conversion of all three tranches, resulting in the issuance of an aggregate of 2,819,866 shares of our common stock to the two holders.

We did not receive new cash proceeds in these transactions.

We performed an assessment of the Convertible Note Exchange and Note Conversion Agreements and determined that these transactions were not a troubled debt restructuring and were a partial extinguishment of our 2026 Notes.

The Company’s obligation to deliver shares in three tranches was accounted for as a share-settled liability measured at fair value.

We performed an assessment of the Convertible Note Exchange and Equitization Transaction and determined that these transactions were not a troubled debt restructuring and were a partial extinguishment of our 2026 Notes.

The Convertible Note Exchange and the Equitization Transaction reduced the aggregate principal balance of our 2026 Notes from $ 97.9 million to $ 17.1 million.

(For further details, see “Note 6 – Debt”).

Embedded Derivatives

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The derivative is subsequently marked-to-market at each reporting date based on current fair value, with the changes in fair value reported in the condensed consolidated statements of operations and comprehensive loss.

On our 2029 Notes, we recorded an initial $ 23.0 million liability for our embedded derivative, which is shown as a component of the 2029 Notes.

The embedded derivative represents the conversion feature and interest make-whole feature available to holders of the 2029 Notes allowing them to convert the notes into common stock.

At June 30, 2025, we marked-to-market the initial $ 23.0 million embedded derivative on the 2029 Notes to $ 15.0 million, recording an $ 8.0 million gain on remeasurement to our condensed consolidated statement of operations and comprehensive loss.

The embedded derivative on our 2029 Notes represents the conversion feature and interest make-whole feature available to holders of the 2029 Notes allowing them to convert the notes into common stock.

The embedded derivative on our Term Loan represents the prepayment feature and the probability of the Company entering into a material transaction prompting us to prepay the Term Loan.

(For further details, see “Note 6 – Debt”).

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The sale of OMIDRIA qualified as an asset sale under GAAP.

To measure the OMIDRIA contract royalty asset, we use the expected value approach which is the sum of the discounted probability-weighted royalty payments we would receive using a range of potential outcomes, to the extent that it is probable that a significant reversal in the amount of cumulative income recognized will not occur.

To measure the OMIDRIA contract royalty asset, we use the expected value approach, which represents the sum of the discounted, probability-weighted royalty payments we would receive using a range of potential outcomes, provided it is probable that a significant reversal in the amount of cumulative income recognized will not occur.

Royalties earned are recorded as a reduction to the OMIDRIA contract royalty asset.

royalties received from Rayner through December 31, 2031 are remitted by Rayner to an escrow account established by Omeros, from which payments are made to DRI Healthcare Acquisition LP (“DRI”).

royalties received from Rayner through December 31, 2031 are remitted by Rayner to an escrow account established by Omeros, from which payments are made to DRI Healthcare Acquisition LP (“DRI”) and are entirely pass-through in nature to the Company.

These payments comprise interest expense, with the remainder treated as a reduction of the OMIDRIA royalty obligation.

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We account for leases with initial terms of 12 months or less as an operating expense.

government enacted the One Big Beautiful Bill Act (“OBBBA”) on July 4, 2025, which includes new IRC 174A.

This section allows for immediate expensing of domestic research and development expenditures for tax years beginning after December 31, 2024, reversing the prior requirement under the 2017 Tax Cuts and Jobs Act which capitalized domestic research and development costs over five years.

The OBBBA also provides transition rules for domestic research and development expenditures for costs capitalized between December 31, 2021 and January 1, 2025.

The Company is in the process of assessing the potential impact of this legislative change on our financial statement disclosures.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax basis.

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Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosure (Topic 740), to enhance the transparency of income tax disclosures.

ASU 2023-09 provides enhancements to the income tax disclosures related to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for annual years beginning after December 15, 2024 and applied prospectively.

The Company is evaluating the impact of this pronouncement on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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Our potential dilutive securities include common shares related to our stock options which are calculated using the treasury stock method.

Our potential dilutive securities related to our convertible senior notes and share-settled liabilities are calculated using the if-converted method.

Our potential dilutive securities related to our convertible senior notes are calculated using the if-converted method.

In periods where we have a net loss from continuing operations but overall net income, we do not compute Diluted EPS because the effect would be anti-dilutive.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

2029 Notes convertible to common stock (1)

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Outstanding options to purchase common stock

Share-settled liability (4)

Total potentially dilutive shares excluded from net loss per share

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(For further details refer to “Note 6 — Debt”).

On May 12, 2025, the Company entered into Note Conversion Agreements to exchange $ 10.0 million of aggregate principal of our 2026 Notes for shares of our common stock reducing the effect of dilution on these notes.

The Note Conversion Agreements provide for delivery of the common stock in three tranches.

The above calculation assumes dilution to occur at the stock price at June 30, 2025.

(For further details refer to “Note 6 — Debt”).

Note 4 — Fair-Value Measurements

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Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

There have been no transfers of assets or liabilities between fair value measurement classifications during the six months ended June 30, 2025.

There have been no transfers of assets or liabilities between fair value measurement classifications during the nine months ended September 30, 2025.

Our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis are as follows:

June 30, 2025

September 30, 2025

(In thousands)

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Money-market funds

Share-settled liability

Call and put options derivative (1)

2029 Notes conversion option derivative

2029 Note conversion option derivative

Total Liabilities

While the Term Loan is recorded as a liability, the embedded call and put options that have been identified as requiring bifurcation are recognized as a net embedded derivative asset reflected as a component of the Term Loan on the balance sheet.

While the Term Loan is recorded as a liability, the embedded call and put options that have been identified as requiring bifurcation are recognized as a net embedded derivative liability reflected as a component of the Term Loan on the balance sheet.

December 31, 2024

7 unchanged sentences

Cash held in demand deposit accounts of $ 1.9 million and $ 3.4 million is excluded from our fair-value hierarchy disclosure as of June 30, 2025 and December 31, 2024, respectively.

Cash held in demand deposit accounts of $ 2.4 million and $ 3.4 million is excluded from our fair-value hierarchy disclosure as of September 30, 2025 and December 31, 2024, respectively.

The carrying amounts reported in the accompanying condensed consolidated balance sheets for receivables, accounts payable and accrued liabilities, and other current monetary assets and liabilities approximate fair value.

4 unchanged sentences

(For further details see “Note 6 – Debt”).

The fair value of our share-settled liability was determined using the Monte Carlo model assuming a yield volatility of 137 %, a stock price floor of $ 2.50 and a fixed conversion price of $ 6.18 .

The fair value of our embedded derivatives were determined using both the Lattice and Discounted Cash Flow models with the following key assumptions:

September 30,

Term Loan derivative

6 unchanged sentences

The Company can provide no assurance that changes in yield would not be significant in the future.

2029 Notes conversion option derivative

September 30,

2029 Note conversion option derivative

Stock price (per share)

7 unchanged sentences

An increase in our stock price volatility could increase the valuation of the 2029 Note conversion option derivative, whereas an increase in interest rates could decrease the valuation of the 2029 Note conversion option derivative.

The following table sets forth a summary of changes in the fair value of Level 3 liabilities for the six months ended June 30, 2025:

The following table sets forth a summary of changes in the fair value of Level 3 liabilities for the nine months ended September 30, 2025:

Balance as of

September 30,

Change in Fair Value

2 unchanged sentences

Call and put options derivative

2029 Notes conversion option derivative

2029 Note conversion option derivative

Total Liabilities

2 unchanged sentences

The OMIDRIA contract royalty asset consists of the following:

September 30,

(In thousands)

4 unchanged sentences

Receivables consist of the following:

September 30,

(In thousands)

2 unchanged sentences

Total receivables

OMIDRIA royalty receivables represents approximately two months of royalty earnings from Rayner.

royalties received from Rayner are remitted by Rayner to an escrow account, established by Omeros, from which payments are made on our behalf to DRI.

These payments are entirely pass-through in nature to the Company with DRI as the recipient.

Property and Equipment, Net

Property and equipment, net consists of the following:

September 30,

(In thousands)

5 unchanged sentences

Total property and equipment, net

For each of the three months ended June 30, 2025 and 2024, depreciation and amortization expense was $ 0.2 million, for both periods, respectively.

For the six months ended June 30, 2025 and 2024, depreciation and amortization expense was $ 0.5 million and $ 0.4 million, respectively.

For the three months ended September 30, 2025 and 2024, depreciation and amortization expense was $ 0.2 million, for each period.

For the nine months ended September 30, 2025 and 2024, depreciation and amortization expense was $ 0.7 million and $ 0.6 million, respectively.

Accrued Expenses

Accrued expenses consist of the following:

September 30,

(In thousands)

1 unchanged sentence

Clinical trials

Contract research and development

Interest payable

Contract research and development

Consulting and professional fees

2 unchanged sentences

Note 6 — Debt

Convertible senior notes, net, along with share-settled liabilities, and term debt balances are comprised of the following:

Convertible senior notes, net, and term debt balances are comprised of the following:

September 30,

(In thousands)

Exchange of 2026 Notes for common stock (share-settled liability)

Convertible senior notes, net maturing on June 15, 2029 (2029 Notes)

3 unchanged sentences

Convertible senior notes, net maturing on February 15, 2026 (2026 Notes)

Exchange of 2026 Notes for 2029 Notes and Share-Settled Liabilities

Exchange of 2026 Notes for 2029 Notes and Common Stock

On May 14, 2025, we completed the exchange of $ 70.4 million of net carrying value of our 2026 Notes on a one-for-one basis for newly issued convertible senior notes maturing on June 15, 2029 which had a fair market value of $ 73.5 million.

The $ 70.4 million net carrying value of our 2026 Notes includes $ 70.8 million of aggregate principal amount less $ 0.4 million of issuance costs.

Including the Equitization Transaction, this exchange results in a net $ 3.0 million loss on extinguishment which we recorded to our statement of operations and comprehensive loss.

Including the Equitization Transaction, this exchange resulted in a net $ 3.0 million loss on extinguishment which we recorded to our statement of operations and comprehensive loss.

The Convertible Note Exchange was conducted with a limited number of holders of the 2026 Notes pursuant to exchange agreements dated May 12, 2025 (each, an “Exchange Agreement”).

4 unchanged sentences

The 2029 Notes are convertible at the option of the holder into shares of common stock, cash or a combination thereof, as elected by us, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

The conversion rate is 161.81 shares of our common stock per $ 1,000 of note principal (equivalent to an initial conversion price of approximately $ 6.18 per share of common stock), which equals approximately 11.5 million shares issuable upon conversion, subject to adjustment in certain circumstances.

The conversion rate is subject to adjustment in certain circumstances as described in the Indenture.

1 unchanged sentence

We recorded a $ 23.0 million initial embedded derivative as a component of our 2029 Notes which represents the conversion feature available to holders of the 2029 Notes allowing them to convert the notes into common stock.

The 2029 Notes include a $ 20.2 million discount which we amortize as an addition to the carrying value and treat as non-cash interest expense in the condensed consolidated statement of operations and comprehensive loss over the duration of the term.

At September 30, 2025, we marked-to-market the initial $ 23.0 million embedded derivative on the 2029 Notes to $ 22.2 million, recording a net $ 0.8 million gain on remeasurement to our condensed consolidated statement of operations and comprehensive loss.

The 2029 Notes include a discount which we amortize as an addition to the carrying value and treat as non-cash interest expense in the condensed consolidated statement of operations and comprehensive loss over the duration of the term.

The 2029 Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after June 20, 2027 and on or before the 50 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice and (ii) the trading day immediately before the date we send such notice.

6 unchanged sentences

Equitization Transaction

On May 12, 2025, we entered into Note Conversion Agreements with two affiliated holders of the 2026 Notes to convert $ 10.0 million aggregate principal amount of the 2026 Notes into shares of our common stock.

On May 12, 2025, we entered into Note Conversion Agreements with two holders of the 2026 Notes to convert $ 10.0 million aggregate principal amount of the 2026 Notes into shares of our common stock.

Under the terms of the Note Conversion Agreements, the holders agreed to convert the equitized principal amount of the 2026 Notes in three tranches for a number of shares of common stock to be determined based in part on the closing price of our common stock on May 9, 2025 and in part based on the 20 -day volume-weighted average price applicable to each tranche conversion date, subject to a floor conversion price.

The Note Conversion Agreements provide that the final settlement will occur no later than September 15, 2025.

As of June 30, 2025, we delivered 539,320 shares of the first tranche under this agreement with the remaining shares for the first tranche delivered on July 15, 2025.

As of June 30, 2025, we have recorded a $ 7.6 million share-settled liability in our condensed consolidated balance sheet representing the remaining liability owed to the two affiliated holders under the Note Conversion Agreements.

The Note Conversion Agreements provide that the final settlement will occur no later than September 15, 2025.

Accordingly, the Equitization Transaction resulted in us initially recording a share-settled liability measured at fair value.

As of September 30, 2025, we completed the Equitization Transaction, resulting in the issuance of an aggregate of 2,819,866 shares of common stock to the two holders.

The Convertible Note Exchange transaction and Equitization Transaction reduced the aggregate principal balance of our 2026 Notes from $ 97.9 million to $ 17.1 million.

The $ 80.8 million reduction in aggregate principal amount of our 2026 Notes reflects the exchange of $ 70.8 million aggregate principal amount of 2026 Notes for 2029 Notes under the Convertible Note Exchange and the reduction of $ 10.0 million in aggregate principal amount to be equitized under the Note Conversion Agreements.

Because we have a contractual obligation to cancel $ 10.0 million aggregate principal amount of 2026 Notes pursuant to the Note Conversion Agreements, we recognize the full reduction of the $ 10.0 million at June 30, 2025 from the 2026 Notes balance.

Accordingly, the Equitization Transaction resulted in us initially recording a share-settled liability.

As of June 30, 2025, we cancelled $ 3.3 million of this liability, reflecting equitization of the first tranche under the Note Conversion Agreements.

The $ 80.8 million reduction in aggregate principal amount of our 2026 Notes reflects the exchange of $ 70.8 million aggregate principal amount of 2026 Notes for the same principal amount of 2029 Notes under the Convertible Note Exchange and the reduction of $ 10.0 million in aggregate principal amount equitized under the Note Conversion Agreements.

The amount outstanding on the 2029 Notes is as follows:

September 30,

(In thousands)

7 unchanged sentences

The following table sets forth interest expense recognized related to the 2029 Notes:

Three and Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

4 unchanged sentences

On June 3, 2024, we entered into a Credit Agreement with the Lenders, pursuant to which we have an outstanding Term Loan of $ 67.1 million.

The Credit Agreement provides that, at any time prior to November 1, 2025, the Company, at its sole discretion, may exchange up to $ 14.9 million aggregate principal amount of outstanding 2026 Notes for cash and/or additional Term Loan amounts, with the holders of such notes becoming Lenders under the Credit Agreement.

As of August 14, 2025, no such additional exchanges for additional Term Loans have occurred.

All indebtedness under the Credit Agreement is secured by a first-priority security interest in and lien on substantially all our tangible and intangible property, subject to customary exceptions, and excluding royalty interests in OMIDRIA and certain related rights.

In connection with our entry into the Credit Agreement, we used the Term Loan proceeds along with $ 21.7 million of cash on hand to repurchase $ 118.1 million aggregate principal amount of the 2026 Notes held by the Lenders.

The total consideration paid at closing of $ 88.8 million represented a purchase price equal to approximately 75 % of the par value of the 2026 Notes retired in the transaction.

The reduction in the aggregate outstanding principal balance of our 2026 Notes and incurrence of a new Term Loan resulted in a $ 51.0 million reduction of our outstanding debt.

The $ 29.3 million difference between the $ 118.1 million aggregate principal amount of the 2026 Notes and the $ 88.8 million aggregate repurchase price was recorded as a premium (i.e., an increase) to the long-term debt on the Company’s condensed consolidated balance sheet instead of being recognized as a gain on early extinguishment of debt.

In connection with our entry into the Credit Agreement, we used the $ 67.1 million in Term Loan proceeds along with $ 21.7 million of cash on hand to repurchase $ 118.1 million aggregate principal amount of the 2026 Notes held by the Lenders.

The $ 29.3 million difference between the total consideration paid at closing of $ 88.8 million and the $ 118.1 million aggregate principal amount of the 2026 Notes was recorded as a premium (i.e., an increase) to the long-term debt on the Company’s condensed consolidated balance sheet.

The premium is being amortized as both a non-cash reduction of long-term debt in the condensed consolidated balance sheets and interest expense in the condensed consolidated statement of operations and comprehensive loss over the duration of the Term Loan.

The Transaction with Novo Nordisk is expected to close in the fourth quarter of 2025 and would provide us with $ 240.0 million in upfront cash, a portion of which would be applied to the full and immediate repayment of our $ 67.1 million principal outstanding under the Term Loan, along with a related prepayment premium, certain expenses and accrued and unpaid interest.

The amount outstanding on the Term Loan is as follows:

September 30,

(In thousands)

3 unchanged sentences

Total term debt, net

Fair value of outstanding term debt (1)

The fair value of the Term Loan is classified as a Level 3 liability.

We determine the fair market value by discounting future cash flows based on adjusted SOFR at each measurement date.

The Term Loan has a stated maturity date of June 3, 2028 and bears interest at an adjusted secured overnight financing rate (“adjusted SOFR”), subject to a 3.00 % floor, plus 8.75 % per annum, payable quarterly from the Closing Date.

As of June 30, 2025, the contractual interest rate on the Term Loan was 13.17 %.

As of September 30, 2025, the contractual interest rate on the Term Loan was 13.02 %.

We have the option to pay all of the interest in cash or to pay 50 % in cash and pay-in-kind (“PIK”), the remaining interest.

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

4 unchanged sentences

Under certain circumstances, we are required to prepay all or a portion of the outstanding Loans, plus an applicable prepayment and/or make-whole premium, as described below.

(1) If, on November 1, 2025, (i) the aggregate outstanding principal amount of the outstanding 2026 Notes that is not held by the Lenders equals or exceeds $ 38.5 million and (ii) we have not made or delivered notice that we expect to make certain voluntary or mandatory prepayments under the Credit Agreement of at least $ 20.0 million in the aggregate, then we would be required, on or prior to November 15, 2025, to make a $ 20.0 million mandatory prepayment, together with a $ 1.0 million prepayment premium to avoid accelerated maturity of the entire Term Loan balance.

As a result of the Convertible Note Exchange completed on May 14, 2025, the prepayment requirement is no longer applicable because the outstanding principal amount under the 2026 Notes was reduced below $ 38.5 million.

As a result, the accompanying condensed consolidated balance sheet as of June 30, 2025 reflects the entire Term Loan as a long-term liability.

(1) As a result of the Convertible Note Exchange completed on May 14, 2025, a prepayment requirement under the Term Loan was no longer applicable because the outstanding principal amount under the 2026 Notes was reduced below $ 38.5 million.

As a result, the accompanying condensed consolidated balance sheet as of September 30, 2025 reflects the entire Term Loan as a long-term liability.

(2) Upon the occurrence of a change in control, we must prepay the entire outstanding amount of the Term Loan, plus the applicable make-whole or prepayment premium.

4 unchanged sentences

and (iv) 100.0 % of the net cash proceeds of insurance recoveries on loss of property, except to the extent utilized to repair or replace the relevant assets within a specified time.

In connection with the anticipated closing of the Transaction with Novo Nordisk, we will be required to repay the full amount of the Term Loan principal of $ 67.1 million, a prepayment premium, certain expenses and accrued and unpaid interest.

Voluntary and mandatory prepayments of the Term Loan are subject to payment of the following premiums:

3 unchanged sentences

The Credit Agreement contains certain customary default provisions, representations and warranties and affirmative and negative covenants.

These include a covenant requiring us to maintain at all times unrestricted cash, cash equivalents and short-term investments of at least $ 25.0 million in accounts subject to control agreements and a covenant limiting the use of cash for open market or privately negotiated repurchases of any outstanding 2026 Notes to:

(i) an initial amount not exceeding $ 25.0 million, which may be increased by up to an additional $ 10.0 million subject to the satisfaction of certain conditions;

(ii) an unlimited amount, if the amount of the outstanding Term Loan at the time of repurchase does not exceed $ 38.5 million;

and (iii) an additional amount not to exceed 50 % of the net cash proceeds from an equity offering, provided that the Company offers to prepay an equal amount of the Term Loan with the net cash proceeds of such offering.

As of June 30, 2025 and through the date of issuance of these condensed consolidated financial statements, the Company was in compliance with the covenants under the Credit Agreement.

A default under the Credit Agreement that results in the outstanding debt thereunder being declared due and payable prior to the stated maturity would constitute a cross-default under the indenture governing the 2026 Notes or the 2029 Notes, as applicable.

These include a covenant requiring us to maintain at all times unrestricted cash, cash equivalents and short-term investments of at least $ 25.0 million in accounts subject to control agreements.

As of September 30, 2025 and through the date of issuance of these condensed consolidated financial statements, the Company was in compliance with the covenants under the Credit Agreement.

In such an event, the principal and all accrued and unpaid interest on the 2026 Notes and the 2029 Notes may be declared immediately due and payable either by the trustee under the applicable indenture, or by holders of at least 25 % of the aggregate outstanding principal amounts of the 2026 Notes and the 2029 Notes, respectively.

The fair value of the Term Loan is classified as a Level 3 liability.

As of June 30, 2025 and December 31, 2024, the approximate fair value of our Term Loan obligations was $ 69.9 million and $ 69.5 million, respectively.

We determined the fair market value by discounting the future cash flows based on adjusted SOFR at each measurement date.

The Transaction with Novo Nordisk would result in the release in full of all liens and covenants thereunder including the covenant whereby we must maintain a minimum $25.0 million of unrestricted cash, cash equivalents and short-term investments at all times.

2026 Unsecured Convertible Senior Notes

3 unchanged sentences

On May 14, 2025, we completed the Convertible Note Exchange in which we exchanged $ 70.8 million in aggregate principal of our 2026 Notes for a like principal amount of our 2029 Notes.

On May 12, 2025, we entered into the Equitization Transaction, which resulted in the conversion of an additional $ 10.0 million aggregate principal amount of 2026 Notes into shares of our common stock, to be delivered in three approximately equal tranches on or prior to September 15, 2025.

As of June 30, 2025, we recorded a $ 7.6 million share-settled liability reflecting the unsettled shares still to be issued.

On May 12, 2025, we entered into the Equitization Transaction, which resulted in the conversion of an additional $ 10.0 million aggregate principal amount of 2026 Notes into 2,819,866 shares of our common stock.

The principal balance of our 2026 Notes was reduced from $ 97.9 million to $ 17.1 million as a result of the Convertible Note Exchange and Equitization Transaction.

Amounts outstanding on our 2026 Notes as of June 30, 2025 and December 31, 2024 are as follows:

Amounts outstanding on our 2026 Notes as of September 30, 2025 and December 31, 2024 are as follows:

September 30,

(In thousands)

6 unchanged sentences

The value of the conversion feature of the 2026 Notes is not deemed to be significant as the current market price of our common stock is below the initial conversion price of $ 18.49 per share of common stock.

The Equitization Transaction resulted in us initially recording a share-settled liability.

As of June 30, 2025, we cancelled $ 3.3 million of this liability at the time of initial settlement of the first tranche.

Unamortized debt issuance costs represent an allocation of the $ 0.1 million of debt issuance costs under the original 2026 Notes as of June 30, 2025.

We have amortized interest expense on the 2026 Notes at an effective interest rate of 5.89 %.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

18 unchanged sentences

The amount paid for the 2026 Capped Call was recorded as a reduction to additional paid-in capital in the condensed consolidated balance sheet.

As of June 30, 2025, approximately 12.2 million shares remained outstanding under the 2026 Capped Call.

As of September 30, 2025, approximately 12.2 million shares remained outstanding under the 2026 Capped Call.

We also retain all potential future value of the capped call purchased in connection with the issuance of the 2026 Notes covering all shares underlying the original 2026 Notes.

The capped call will expire on the maturity date of the 2026 Notes.

Further, we concluded the 2026 Capped Call qualifies for a derivative scope exception for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity in its balance sheet.

1 unchanged sentence

Minimum Commitments

As of June 30, 2025, the most probable principal payments on our 2026 Notes, Term Loan and 2029 Notes are as follows:

As of September 30, 2025, the contractual principal payments on our 2026 Notes, Term Loan and 2029 Notes are as follows:

(In thousands)

3 unchanged sentences

Carrying value of debt

Under the terms of the Credit Agreement, the Company will be required to repay all outstanding obligations related to the Term Loan upon closure of the Transaction with Novo Nordisk, which is expected to occur in the fourth quarter of 2025.

Note 7 — Discontinued Operations - Sale of OMIDRIA

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

3 unchanged sentences

Ex-US royalties

Net income from discontinued operations, net of tax

Net income (loss) from discontinued operations, net of tax

The following is a roll forward of the OMIDRIA contract royalty asset (in thousands):

3 unchanged sentences

Remeasurement adjustments

OMIDRIA contract royalty asset at June 30, 2025

OMIDRIA contract royalty asset at September 30, 2025

We remeasure the OMIDRIA contract royalty asset on a quarterly basis using the expected value approach, which incorporates actual results and future expectations.

Cash flow from discontinued operations is as follows:

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

18 unchanged sentences

net sales of OMIDRIA reach applicable thresholds ranging between a total of $ 181.0 million and $ 185.0 million in the aggregate for any period of four consecutive quarters prior to January 1, 2028.

The changes in the OMIDRIA royalty obligation during the six months ended June 30, 2025 are as follows (in thousands):

The changes in the OMIDRIA royalty obligation during the nine months ended September 30, 2025 are as follows (in thousands):

Balance at December 31, 2024

1 unchanged sentence

Principal payments

Balance at June 30, 2025

Balance at September 30, 2025

The OMIDRIA royalty obligation is classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market.

The fair value of the OMIDRIA royalty obligation is determined by calculating the net present value of our estimated future OMIDRIA cash flows using the interest rate at inception of our royalty purchase agreement with DRI, adjusted for the change in the prime rate through the measurement date.

As of June 30, 2025 and December 31, 2024, the approximate fair value of our obligation was $ 191.9 million and $ 209.7 million, respectively .

As of September 30, 2025 and December 31, 2024, the approximate fair value of our obligation was $ 168.2 million and $ 209.7 million, respectively .

Interest expense is comprised of the effective interest component of any cash payment remitted through an administrative agent to DRI, based on an implied effective interest rate of 10.27 %, and any remeasurement adjustments taken during the period.

Remeasurements are non-cash adjustments to the OMIDRIA royalty obligation reflecting changes in forecasted cash flows stemming from the OMIDRIA contract royalty asset.

For the three and six months ended June 30, 2025 and 2024, interest expense is as follows:

For the three and nine months ended September 30, 2025 and 2024, interest expense is as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

1 unchanged sentence

Non-cash remeasurement adjustment

Interest (income)/expense on OMIDRIA royalty obligation

As of June 30, 2025, the expected scheduled principal and interest payments are as follows:

Interest expense, net of remeasurement on OMIDRIA royalty obligation

As of September 30, 2025, the expected scheduled principal and interest payments are as follows:

(In thousands)

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

5 unchanged sentences

The supplemental cash flow information related to leases is as follows:

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

4 unchanged sentences

Good and Service Contracts

We have various agreements with third parties that collectively require payment of termination fees totaling $ 3.9 million as of June 30, 2025 if we cancel the work within specific time frames, either prior to commencing or during performance of the contracted services.

We have various agreements with third parties that collectively require payment of termination fees totaling $ 3.2 million as of September 30, 2025 if we cancel the work within specific time frames, either prior to commencing or during performance of the contracted services.

Development Milestones and Product Royalties

1 unchanged sentence

Some of these agreements require milestone payments based on achievements of development, regulatory or sales milestones, and/or low-single to low-double digit royalties on net income or net sales of the relevant product.

For the three and six months ended June 30, 2025 and 2024, development milestone expenses were not significant.

For the three and nine months ended September 30, 2025 and 2024, development milestone expenses were not significant.

Note 11 — Shareholders ’ Deficit

At-the-Market Sales Agreement - We have a sales agreement to sell shares of our common stock having an aggregate offering price of up to $ 150.0 million, from time to time, through an ATM equity offering program.

During the six months ended June 30, 2025, we sold 1.4 million shares of common stock pursuant to our ATM program, generating net proceeds of $ 6.4 million at an average price per share of $ 4.55 .

Subsequent to June 30, 2025, we sold 0.7 million shares of common stock, generating net proceeds of $ 2.1 million at an average price per share of $ 3.14 .

During the three months ended September 30, 2025, we sold 2.3 million shares of common stock pursuant to our ATM program, generating $ 9.0 million at an average price per share of $ 3.99 .

During the nine months ended September 30, 2025, we sold 3.7 million shares of common stock generating net proceeds of $ 15.3 million at an average price per share of $ 4.24 .

Subsequent to September 30, 2025, we sold 0.6 million shares of common stock, generating net proceeds of $ 3.6 million at an average price per share of $ 6.11 .

Share Repurchase Program - On November 9, 2023, the Board of Directors approved a share repurchase program under which we were permitted to repurchase from time to time up to $ 50.0 million of our common stock in the open market or through privately negotiated transactions.

2 unchanged sentences

Consequently, the Board of Directors terminated the share repurchase program effective upon the execution of the Credit Agreement.

Equitization Transaction - On May 12, 2025, we entered into the Note Conversion Agreements with two affiliated holders of the 2026 Notes to convert $ 10.0 million aggregate principal amount of 2026 Notes into shares of our common stock to be delivered in three approximately equal tranches.

As of June 30, 2025, we delivered 539,320 shares of the first tranche under this agreement and recorded a $ 7.6 million share-settled liability in our condensed consolidated balance sheet representing the remaining liability owed to the two affiliate holders.

Equitization Transaction - On May 12, 2025, we entered into Note Conversion Agreements with two holders of the 2026 Notes, which resulted in the conversion of $ 10.0 million aggregate principal amount of 2026 Notes into 2,819,866 shares of our common stock.

(For further details, see “Note 6 – Debt”).

Share issuances subsequent to June 30, 2025 through August 14, 2025 are shown below:

Number of Shares

Final settlement

July 15, 2025

Initial settlement

July 11, 2025

Final settlement

August 11, 2025

Initial settlement

August 11, 2025

With respect to final settlement of Tranche 3, we will issue a number of shares to be determined based on the 20 -day VWAP applicable at the final settlement date (subject to a floor conversion price of $ 2.50 ), less the initial settled shares listed above.

The Note Conversion Agreements provide that the final settlement with respect to Tranche 3 will occur no later than September 15, 2025.

(For further details refer to “Note 6 – Debt”).

Registered Direct Offering - On July 28, 2025, we issued and sold to Polar 5,365,853 shares of our common stock at a price of $ 4.10 per share, representing a 14 % premium to the closing OMER stock price on the day of pricing, in a registered direct offering.

We received approximately $ 20.6 million in cash proceeds net of offering expenses.

Registered Direct Offering - On July 28, 2025, we issued and sold 5,365,853 shares of our common stock in a registered direct offering to Polar at a price of $ 4.10 per share, representing a 14 % premium to the closing price of our common stock on the date of the definitive agreement for the purchase of the shares.

We received $ 20.3 million in cash proceeds net of offering expenses.

Note 12 — Stock-Based Compensation

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

5 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Estimated weighted-average fair value

13 unchanged sentences

Balance at December 31, 2024

Balance at June 30, 2025

Vested and expected to vest at June 30, 2025

Exercisable at June 30, 2025

On June 30, 2025, annual stock options grants of approximately 3.1 million shares of common stock were awarded to eligible participants for the 2024 annual performance period under the 2017 Omnibus Incentive Compensation Plan.

Of the 19.7 million common stock options outstanding as of June 30, 2025, 16.9 million shares have an exercise price per share above $ 3.00 , which was the closing price of our stock on the Nasdaq exchange on June 30, 2025.

As of June 30, 2025, there were 7.2 million unvested options outstanding that will vest over a weighted-average period of 2.8 years.

Balance at September 30, 2025

Vested and expected to vest at September 30, 2025

Exercisable at September 30, 2025

Through September 30, 2025, stock options to purchase an aggregate of approximately 3.3 million shares of our common stock were awarded to eligible participants under the 2017 Omnibus Incentive Compensation Plan in connection with annual refresh grants.

Of the 19.5 million common stock options outstanding as of September 30, 2025, options to purchase 8.3 million shares have an exercise price per share above $ 4.10 , which was the closing price of our stock on the Nasdaq Global Market on September 30, 2025.

As of September 30, 2025, there were 6.3 million unvested options outstanding that will vest over a weighted-average period of 2.6 years.

The total estimated compensation expense yet to be recognized on outstanding options is $ 14.0 million.

As of June 30, 2025, the total number of shares of common stock available for grant was 3.8 million.

As of September 30, 2025, the total number of shares of common stock available for grant was 4.0 million.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

8 unchanged sentences

We are focused on development of therapeutics to treat diseases associated with the lectin and/or alternative pathways of complement.

We are developing antibodies as well as small-molecule inhibitors of key enzymes known to be centrally involved in the in activation of the targeted pathway of complement.

We are developing antibodies as well as small-molecule inhibitors of key enzymes known to be centrally involved in the activation of the targeted pathway of complement.

Lectin Pathway / MASP 2

4 unchanged sentences

The lead product candidate in our pipeline of complement-targeted therapeutics is narsoplimab (OMS721), a proprietary, patented human monoclonal antibody targeting MASP-2, the key activator of the lectin pathway of complement.

As previously disclosed, in March 2025, the Company resubmitted to U.S.

As previously disclosed, in March 2025, the Company resubmitted to the U.S.

Food and Drug Administration (“FDA”) the biologics license application (“BLA”) seeking regulatory approval for narsoplimab in hematopoietic stem cell transplant-associated thrombotic microangiopathy (“TA-TMA”).

The resubmission was accepted for review by FDA as a class 2 resubmission and, pursuant to the Prescription Drug User Fee Act (“PDUFA”), was assigned an initial target action date for the FDA decision of September 25, 2025.

Following the submission of information in response to an information request from FDA, FDA informed us that the PDUFA date will be extended to December 26, 2025.

In addition, FDA has stated that, assuming no major deficiencies are identified during its review, labeling discussions are planned to begin no later than October 2025.

Following the submission of information in response to a request from FDA, FDA informed us that the PDUFA date has been extended to December 26, 2025.

We expect that FDA will meet this PDUFA date.

In June 2025, we submitted a Marketing Authorization Application (“MAA”) for narsoplimab for the treatment of TA-TMA in the European Union.

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We believe zaltenibart has the potential to treat a wide range of alternative pathway-related diseases and that its attributes favorably differentiate zaltenibart from other marketed and in-development alternative pathway inhibitors.

Clinical development of zaltenibart is currently focused on PNH and C3G.

Our clinical development of zaltenibart has been focused on PNH and C3G.

We have substantially completed two Phase 2 clinical trials evaluating zaltenibart and have an ongoing open label extension study to assess the long-term efficacy and safety of zaltenibart in PNH patients who have completed either of the two Phase 2 clinical trials.

We also have a small, ongoing Phase 2 study evaluating zaltenibart in C3G.

We began initiating clinical trial sites in our Phase 3 program for zaltenibart in PNH during the first quarter of 2025;

however, based on considerations of capital availability and the anticipated ramp up in spending on those trials, we have determined temporarily to pause our Phase 3 clinical development program for zaltenibart in this indication to prioritize the use of our available capital to other programs.

We have worked, and will continue to work, with our vendors and investigators to ensure that these studies can be restarted after securing capital and allocating it to the program with as little disruption to the timeline as possible.

On October 10, 2025, we entered into an Asset Purchase and License Agreement (the “APLA”) with Novo Nordisk Health Care AG (“Novo Nordisk”), pursuant to which Novo Nordisk will receive exclusive global rights in all indications to develop and commercialize zaltenibart in consideration of certain upfront and contingent payments payable to us (the “Transaction”) upon the Closing (as defined below).

Our ongoing and planned clinical programs for zaltenibart will be transitioned to Novo Nordisk following the Closing of the Transaction throughout which we will provide certain transition services to Novo Nordisk.

Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the APLA, the Transaction is expected to close in the fourth quarter of 2025.

Following the Closing and during the term of the APLA, we and our affiliates will be restricted from exploiting products directed to MASP-3 and certain other alternative pathway targets, subject to certain exceptions for retained preclinical program rights (outside of zaltenibart), products of an acquirer, and non-competing indications.

We will retain rights to continue development of our existing MASP-3 small-molecule program, including the ability to develop and commercialize small-molecule inhibitors with limited indication-related restrictions.

We will also retain rights to our “grandfathered” MASP-3 antibodies, with temporal and indication restrictions on commercialization and for use in advancing our small-molecule therapeutics.

See 2025 Asset Purchase and License Agreement below for further information regarding the Transaction.

PDE7 Inhibitor Programs

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In April 2023, we were awarded a grant from the National Institute on Drug Abuse (“NIDA”), part of the National Institutes of Health, to develop our lead orally administered PDE7 inhibitor compound for the treatment of cocaine use disorder.

NIDA awarded the grant to us for a total of $6.24 million over three years, of which we have claimed and received $1.5 million of funding to date.

FDA has requested that we provide additional preclinical information prior to initiating the clinical in-patient study in cocaine users, which we are targeting for the first part of 2026.

NIDA awarded the grant to us for a total of $6.24 million over three years, of which we expensed $2.1 million and have claimed and received $1.6 million of funding to date.

The grant is intended to support preclinical cocaine interaction/toxicology studies to assess safety of the therapeutic candidate in the presence of concomitant cocaine administration, as well as an in-patient, placebo-controlled clinical study evaluating the safety and efficacy of OMS527 in adult cocaine users who receive concurrent intravenous cocaine.

The preclinical studies, which were designed with NIDA toxicologists, have been successfully completed with no safety findings and provide drug-interaction safety data in support of the planned in-patient human study of OMS527 in cocaine users.

FDA has requested that we provide additional preclinical information prior to initiating the clinical in-patient study in cocaine users, which we are targeting for the second half of 2026.

Preclinical Programs - Oncology Platform

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We continue on a limited basis to progress pre-clinical studies within our novel oncology program, including IND-enabling studies in our program to develop novel, proprietary large molecule therapeutics designed to target and kill only dividing cancer cells.

Acute myeloid leukemia (“AML”) is the lead indication for development in this program, which we refer to as O ncoto X-AML.

Acute myeloid leukemia (“AML”) is the lead indication for development in this program, which we refer to as OncotoX-AML.

In preclinical models both in vivo – in immunocompromised mice with human tumors – and in vitro , our potential AML therapeutic has consistently demonstrated superior efficacy to current AML standard of care treatments and has been well-tolerated in preliminary, preclinical tolerability studies.

Our O ncoto X-AML therapeutic also shows broad potential application across AML regardless of genetic mutation, including TP53, NPM1, KMT2A, and FLT3.

In April 2025, we established the Omeros Oncology Clinical Steering Committee to help advance our O ncoto X-AML program.

A non-human primate safety study is underway, with encouraging results to date.

Our OncotoX-AML therapeutic also shows broad potential application across AML regardless of genetic mutation, including TP53, NPM1, KMT2A, and FLT3.

In April 2025, we established the Omeros Oncology Clinical Steering Committee to help advance our OncotoX-AML program.

The clinical steering committee is composed of leaders in AML treatment and research at the premier cancer centers across the United States.

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We continue to confirm our results and to generate new data which we expect will contribute to our intellectual property position.

Preclinical Programs - T-CAT

We are also advancing our Targeted Complement Activating Therapy (“T-CAT”) platform – a new class of pathogen-targeting recombinant antibodies intended for broad action against bacteria, fungi, viruses, and parasites.

T-CAT is designed to harness complement activation to kill pathogens directly, which represents a novel approach to infectious disease treatment.

As preclinical animal data continue to accumulate across multiple pathogen classes and species, we believe that T-CAT demonstrates potential against multidrug-resistant organisms (“MDROs”).

Effective MDRO therapies remain one of the most urgent and unmet needs in medicine, and we believe that T-CAT has the potential to address this need without contributing to drug resistance.

2025 Asset Purchase and License Agreement

On October 10, 2025, we entered into the APLA with Novo Nordisk, pursuant to which Novo Nordisk will receive exclusive global rights in all indications to develop and commercialize zaltenibart and certain related monoclonal antibodies and antigen-binding fragments (collectively, the “Compounds”), and related pharmaceutical products (“Products”) upon the Closing.

Pursuant to the terms and subject to the conditions of the APLA, we are eligible to receive $340.0 million in upfront and near-term milestone payments, of which $240.0 million is to be received by us at the closing of the Transaction (the “Closing”).

Beyond the $340.0 million, we can receive (i) an additional $410.0 million in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of each of the development and approval milestone events as set forth in the APLA and (ii) up to $1.3 billion in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of certain sales-based milestone events as set forth in the APLA.

2024 Term Loan and Repurchase of 2026 Notes

On June 3, 2024 (the “Closing Date”), we, with certain subsidiaries, as guarantors, entered into the Credit and Guaranty Agreement (the “Credit Agreement”) with Athyrium Capital Management, LP and certain funds managed by Highbridge Capital Management, LLC, as lenders (together with additional lenders from time to time, the “Lenders”) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.

The Credit Agreement provides for a senior secured term loan facility of $67.1 million (the “Term Loan”), which was fully funded on the Closing Date.

The Credit Agreement provides for a senior secured term loan facility of $67.1 million (the “Term Loan”).

In 2024, we used the $67.1 million Term Loan proceeds, along with $21.7 million of cash on hand to repurchase from the Lenders $118.1 million aggregate principal amount of our existing 5.25% convertible senior notes due on February 15, 2026 (the “2026 Notes”), which resulted in a $51.0 million reduction in our total outstanding debt.

The $29.3 million difference between the total consideration paid at closing of $88.8 million and the $118.1 million aggregate principal amount of the 2026 Notes was recorded as a premium (i.e., an increase) on the Term Loan.

All indebtedness outstanding under the Credit Agreement is guaranteed by certain of our direct and indirect subsidiaries, other than certain foreign subsidiaries that are not material (we and the guarantors, collectively, the “Credit Parties”).

Pursuant to a Pledge and Security Agreement, dated June 3, 2024, the indebtedness under the Credit Agreement is secured by a first-priority security interest in and lien on substantially all tangible and intangible property of the Credit Parties, subject to customary exceptions, and excluding royalty interests in OMIDRIA and certain related rights.

The Credit Agreement contains certain customary default provisions, representations and warranties and affirmative and negative covenants, including a covenant for the Credit Parties to maintain at all times unrestricted cash, cash equivalents and short-term investments of at least $25.0 million in accounts subject to control agreements, and a covenant limiting the use of cash for open market or privately negotiated repurchases of any outstanding 2026 Notes.

We are permitted under the Credit Agreement to repurchase additional outstanding 2026 Notes for cash in open market or privately negotiated transactions, subject to certain limitations described above.

Additionally, until November 1, 2025, we may at our sole discretion exchange up to $14.9 million aggregate principal amount of outstanding 2026 Notes for cash and additional Term Loan amounts, with the holders of such notes becoming Lenders under the Credit Agreement.

Amounts outstanding under the Term Loan accrues interest at an adjusted term secured overnight financing rate, (“adjusted term SOFR”) (with a 3.00% floor) plus 8.75% per annum, payable quarterly.

As of June 30, 2025, the contractual interest rate on the Term Loan was 13.17%.

We may choose to pay up to 50% of any quarterly interest payment in kind by adding the portion of such interest payment to the outstanding principal amount of Loans using a quarterly interest rate of adjusted term SOFR (with a 3.00% floor) plus 10.25% per annum.

A default interest rate of an additional 3.00% per annum would apply on all outstanding obligations after the occurrence and during the continuance of certain specified events of default.

Amounts outstanding under the Term Loan accrue interest at an adjusted term secured overnight financing rate, (“adjusted term SOFR”) (with a 3.00% floor) plus 8.75% per annum, payable quarterly.

The Credit Agreement has a scheduled maturity date of June 3, 2028.

We may elect to prepay the Term Loan, in whole or in part, in cash, subject to (i) during the first year amounts are outstanding under the Term Loan, a make-whole premium plus 5.00% of the aggregate principal amount of the Term Loan balance subject to prepayment (unless the prepayment is made in contemplation of a change of control, in which case only the make-whole premium would be payable);

(ii) during the second year, a 5.00% prepayment premium;

and (iii) during the third year, a 3.00% prepayment premium.

The Credit Agreement requires mandatory prepayments of outstanding Term Loans in an amount equal to 60% of the net cash proceeds (excluding research and development and certain other milestone payments) received by the Credit Parties from asset sales and licenses.

Mandatory prepayments are also required:

(i) from insurance recoveries on loss of property that are not otherwise reinvested in other assets of the Credit Parties;

(ii) from indebtedness incurred by any of the Credit Parties other than as permitted by the Credit Agreement;

(iii) in the event of a change of control, and (iv) in respect of 25% of the amount of any Milestone Payment received from DRI its affiliates on the basis of net sales of OMIDRIA.

See “Note 6 — Debt” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

As of September 30, 2025, the contractual interest rate on the Term Loan was 13.02%.

The Credit Agreement requires mandatory prepayments of outstanding Term Loans in an amount equal to 60% of the net cash proceeds (excluding research and development and certain other milestone-based payments) received by the Credit Parties from asset sales and licenses, including the Transaction with Novo Nordisk.

The Transaction with Novo Nordisk is expected to close in the fourth quarter of 2025 and would provide us with $240.0 million in upfront cash, a portion of which will be applied to the mandatory repayment of the entire $67.1 million principal outstanding under the Term Loan, along with a 5.0% prepayment premium, certain expenses and accrued and unpaid interest.

The repayment will result in the release in full of all liens and covenants thereunder including the $25.0 million minimum liquidity covenant.

See “Note 6 — Debt” in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

Convertible Note Exchange and Equitization Transaction

On May 14, 2025, we completed with a limited number of holders of the 2026 Notes the exchange (the “Convertible Note Exchange”) of $70.8 million aggregate principal amount of our 2026 Notes on a one-for-one basis for newly-issued convertible senior notes maturing on June 15, 2029 (the “2029 Notes”).

On May 12, 2025, the Company entered into note conversion agreements (each, a “Note Conversion Agreement”) with two affiliated holders of the 2026 Notes to convert $10.0 million aggregate principal amount of 2026 Notes into shares of the Company’s common stock (the “Equitization Transaction”).

Under the terms of the Note Conversion Agreements, the holders agreed to convert the equitized principal amount of the 2026 Notes in three tranches for a number of shares of common stock to be determined based in part on the closing price of the Company’s common stock on May 9, 2025 and in part based on the 20-day volume-weighted average price applicable to each tranche conversion date, subject to a floor conversion price.

As of the date of this report, $10.0 million aggregate principal amount of 2026 Notes have been converted and retired and we have issued an aggregate of 2,535,875 shares of common stock.

The Note Conversion Agreements provide that the final settlement for the third tranche of notes will occur no later than September 15, 2025.

On May 12, 2025, we entered into note conversion agreements (each, a “Note Conversion Agreement”) with two holders of the 2026 Notes to convert $10.0 million aggregate principal amount of 2026 Notes into shares of our common stock (the “Equitization Transaction”) in three tranches.

As of September 30, 2025, we completed the Equitization Transaction, resulting in the issuance of an aggregate of 2,819,866 shares to the two holders.

The aggregate principal balance of our 2026 Notes was reduced from $97.9 million to $17.1 million as a result of the Convertible Note Exchange and Equitization Transaction.

No new cash was received as a result of these transactions.

As a result of the reduced principal balance of the 2026 Notes, the Company will no longer be required to make a $20.0 million prepayment of the Term Loan outstanding under the Credit Agreement which otherwise would have been required to be paid in November 2025 to avoid accelerated maturity of the entire Term Loan balance.

We retain all potential future value of up to $92.6 million of the capped call purchased in connection with the issuance of the 2026 Notes covering all shares underlying the aggregate principal amount of 2026 Notes issued originally.

We also retain all potential future value of the capped call purchased in connection with the issuance of the 2026 Notes covering all shares underlying the aggregate principal amount of the originally issued 2026 Notes.

The capped call will expire on the maturity date of the 2026 Notes.

See “Note 1 — Organization and Basis of Presentation” and “Note 6 — Debt” in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

Financial Summary

As of June 30, 2025, we had cash, cash equivalents and short-term investments of $28.7 million available to fund operations and to service debt.

For the six months ended June 30, 2025, our cash used in operations was $57.8 million and included a net loss for the six months ended June 30, 2025 of $58.9 million.

On July 28, 2025, we received approximately $20.6 million in cash proceeds net offering expenses from funds managed by Polar Asset Management Partners (collectively, “Polar”) in exchange for 5,365,853 shares of our common stock sold in a registered direct offering at a price of $4.10 per share, representing a 14 percent premium to the closing price of our common stock on the day of pricing.

As of September 30, 2025, we had cash, cash equivalents and short-term investments of $36.1 million.

For the nine months ended September 30, 2025, our cash used in operations was $76.3 million and included a net loss for the nine months ended September 30, 2025 of $89.8 million.

We expect to receive an upfront cash payment, of $240.0 million upon Closing of the Transaction with Novo Nordisk, a portion of which will be applied to the full and immediate repayment of our $67.1 million Term Loan along with a related prepayment premium, certain expenses, and accrued and unpaid interest.

Repayment will result in termination of the Credit Agreement and the release in full of all liens and covenants thereunder including the covenant whereby we must maintain a minimum of $25.0 million of unrestricted cash, cash equivalents and short-term investments at all times.

See “Note 1 — Organization and Basis of Presentation, Liquidity and Capital Resources ” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

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On December 23, 2021, we closed on an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Rayner Surgical Inc.

(“Rayner”) for the sale of our commercial product OMIDRIA which we recorded as an OMIDRIA contract asset on our condensed consolidated balance sheet.

(“Rayner”) for the sale of OMIDRIA and related business assets, which we recorded as an OMIDRIA contract asset on our condensed consolidated balance sheet.

The results of OMIDRIA activities, which includes royalties earned and the effect of any remeasurement adjustments, are classified as discontinued operations in our condensed consolidated statements of operations and comprehensive loss.

We currently earn royalties from Rayner on all U.S.

based sales through December 31, 2031 at a royalty rate of 30%.

based net sales of OMIDRIA through December 31, 2031 at a royalty rate of 30%.

Our royalty rate would be reduced to 10% upon the occurrence of certain events described in the Asset Purchase Agreement, including during any specific period in which OMIDRIA is no longer eligible for separate payment (i.e., becomes included in the packaged payment rate for the surgical procedure) under Medicare Part B, or in certain circumstances involving entry of generic competition for OMIDRIA.

We continue to earn royalties until the expiration or termination of the last issued and unexpired U.S.

We are entitled to earn royalties until the expiration or termination of the last issued and unexpired U.S.

patent, which we expect to occur no earlier than 2035.

Pursuant to legislation enacted in late 2022, we also expect separate payment for OMIDRIA under Medicare Part B to extend until at least January 1, 2028.

We have sold to DRI Healthcare Acquisition LP (“DRI”) our future U.S.

We previously sold to DRI Healthcare Acquisition LP (“DRI”) our future U.S.

based OMIDRIA royalty receipts through December 31, 2031 which we record as an OMIDRIA royalty obligation on our condensed consolidated balance sheet.

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Total research and development expenses

For the three months ended June 30, 2025, clinical research and development expenses decreased $22.1 million primarily due to reduced manufacturing expenses of OMS906 by $3.8 million as compared to the prior year quarter and the inclusion in the prior year quarter of $17.6 million related to the release of narsoplimab drug substance batches.

For the six months ended June 30, 2025, clinical research and development expenses decreased $25.1 million primarily due to a $4.7 million reduction in manufacturing expenses associated with our zaltenibart program, a $4.9 million reduction in costs associated with our terminated Phase 3 program evaluating narsoplimab for treatment for immunoglobulin-A nephropathy and the inclusion in the prior year period of $17.6 million of expenses upon delivery of narsoplimab drug substance batches.

These decreases were partially offset by increases in clinical trial costs incurred in connection with our zaltenibart development programs in the current year period.

We expect research and development expenses in the third quarter of 2025 to be lower than those in the second quarter of this year due to the pause in our two Phase 3 clinical trials for zaltenibart and reductions in development activities across certain other programs.

For the three months ended September 30, 2025, clinical research and development expenses decreased $6.2 million.

We began initiating clinical trial sites in our Phase 3 program for zaltenibart in PNH during the first quarter of 2025;

however, based on considerations of capital availability and the anticipated ramp up in spending on those trials, we determined in the second quarter of 2025 to pause this program temporarily in order to prioritize the use of our available capital to other programs.

Clinical research activity also decreased in the third quarter due to the coincidental wind down of several of our Phase 2 zaltenibart studies.

Additionally, we incurred non-recurring expenses related to the wind-down of our IgAN program in the prior year and consultancy charges related to BLA submission for narsoplimab in TA-TMA.

For the nine months ended September 30, 2025, clinical research and development expenses decreased $31.2 million primarily due to the inclusion in the prior year period of drug substance manufacturing expenses of $17.8 million for narsoplimab and $4.3 million for zaltenibart.

In addition, we incurred $4.7 million of expenses in the prior year period related to the wind-down of our narsoplimab IgAN program.

We expect research and development expenses in the fourth quarter of 2025 to be comparable to the third quarter of this year.

At this time, we are unable to estimate with certainty the longer-term costs we will incur in the continued development of our product candidates due to the inherently unpredictable nature of our preclinical and clinical development activities.

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Total selling, general and administrative expenses

Total selling, general and administrative expenses, excluding stock-based compensation, decreased by $2.9 million and $3.8 million, respectively, for the three and six months ended June 30, 2025, compared to the same periods in the prior year.

These decreases were primarily due to capitalizing $2.8 million of debt issuance costs as a contra liability under our 2029 Notes related to our Convertible Note Exchange, which occurred in May 2025.

In addition, there were further decreases due to reduced consulting expenses in the current quarter as well as recognition of state tax expense in the prior year period.

We expect selling, general and administrative expenses in the third quarter of 2025 to be comparable to those in the second quarter of this year.

Total selling, general and administrative expenses, excluding stock-based compensation, decreased by $4.3 million for the nine months ended September 30, 2025, compared to the same period in the prior year.

The decrease was primarily due to a reduction in employee compensation expenses in the current year.

The $0.5 million and $1.3 million decrease in stock-based compensation for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year is due to the valuation and timing of the vesting of employee stock options.

We expect selling, general and administrative expenses in the fourth quarter of 2025 to be higher than those in the third quarter of this year, primarily due to increased marketing expenses associated with the anticipated launch of narsoplimab in TA-TMA, if approved by regulatory authorities.

Interest Expense

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Non-cash remeasurement adjustment

Interest (income)/expense on OMIDRIA royalty obligation

Interest expense, net of remeasurement on OMIDRIA royalty obligation

Contractual interest expense

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Finance leases and other

Total interest expense

Total interest expense, net of remeasurement adjustments and other

Interest on our OMIDRIA royalty obligation is calculated under the effective interest method and represents a portion of the royalties remitted by Rayner to our administrative agent, Wilmington Savings Fund Society, FSB, along with principal.

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Debt discounts on the 2026 Notes and 2029 Notes are accretive whereas the premium on the Term Loan is deducted from contractual interest expense.

For the three months ended June 30, 2025, interest expense decreased $9.2 million compared to the same period in 2024.

The decrease primarily relates to $9.2 million of non-cash remeasurement costs on our OMIDRIA royalty obligation to reflect the change in the future expected OMIDRIA cash flows from Rayner and a $1.7 million net decrease in interest expense on our 2026 Notes.

The decrease in 2026 Notes interest expense relates to the $118.1 million aggregate principal amount of the 2026 Notes we repurchased in June 2024, the exchange of $70.8 million aggregate principal amount of 2026 Notes for 2029 Notes in May 2025 and cancellation of $3.3 million aggregate principal amount of 2026 Notes upon delivery of shares in June 2025 for the first tranche of the Equitization Transaction.

These decreases were partially offset by a $2.4 million increase in net interest due to incurring a full quarter of interest expense on the Term Loan and due to incurring interest on the 2029 Notes issued in May 2025.

For the six months ended June 30, 2025, interest expense decreased $13.8 million compared to the same period in 2024.

This decrease was primarily due to non-cash remeasurement costs of our OMIDRIA royalty obligation to reflect the change in the future expected OMIDRIA cash flows from Rayner of $13.7 million and decreased contractual interest expense on our 2026 Notes of $3.1 million due to the overall $192.2 million reduction in principal as a result of the repurchase of notes in June 2024 and the exchange of 2026 Notes for 2029 Notes in May 2025.

These expenses were partially offset by increases in interest expense on the Term Loan as we incurred a full six months of interest expense compared to the prior year period and due to incurring new interest on the 2029 Notes issued in May 2025.

For the three months ended September 30, 2025, interest expense decreased $17.5 million compared to the same period in 2024.

The decrease primarily relates to $22.3 million of non-cash remeasurement costs on the OMIDRIA royalty obligation to reflect a change in forecasted OMIDRIA cash flows from Rayner.

Excluding the OMIDRIA royalty obligation and any non-cash amortization of debt discount, premium, or issuance costs, contractual interest expense increased $0.5 million primarily due to incurring a full quarter of interest expense on the 2029 Notes issued in May 2025 at a higher rate of interest than the 2026 Notes.

For the nine months ended September 30, 2025, interest expense decreased $31.2 million compared to the same period in 2024.

The decrease primarily relates to $32.6 million of non-cash remeasurement costs on the OMIDRIA royalty obligation to reflect a change in forecasted OMIDRIA cash flows from Rayner.

Excluding the OMIDRIA royalty obligation and any non-cash amortization of debt discount, premium, or issuance costs, contractual interest expense increased $1.9 million due to (i) incurring nine months of interest on our Term Loan compared to four months of interest in the prior year period as the Term Loan was issued in June 2024 and (ii) incurring interest on the 2029 Notes at a higher coupon rate of interest than the 2026 Notes for which they were exchanged.

For further information see “Note 6 — Debt” and “Note 8 – OMIDRIA Royalty Obligation” in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

We expect that interest expense for the third quarter of 2025 will be higher compared to the second quarter, under the assumption that there is no remeasurement adjustment to the OMIDRIA contract royalty obligation.

We expect that interest expense for the fourth quarter of 2025 will be higher compared to the third quarter, under the assumption that there is no remeasurement adjustment to the OMIDRIA contract royalty obligation.

Interest and Other Income

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Interest and other income

Interest and other income decreased $2.0 million and $4.3 million, respectively, for the three and six months ended June 30, 2025 as compared to the same periods in 2024 primarily due to holding a lower average cash and investment balance than in the prior year period.

We expect interest and other income for the third quarter of 2025 to be comparable to the second quarter of this year.

Interest and other income decreased $1.7 million and $6.0 million, respectively, for the three and nine months ended September 30, 2025 as compared to the same periods in 2024 primarily due to holding a lower average cash and investment balance than in the prior year periods.

We expect interest and other income for the fourth quarter of 2025 to be slightly higher compared to the third quarter of this year due to higher anticipated cash balances.

Loss on early extinguishment of 2026 convertible senior notes

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Loss on early extinguishment of convertible senior notes

In May 2025, we exchanged $70.8 million of 2026 Notes for 2029 Notes and entered into agreements to equitize $10.0 million of 2026 Notes, realizing a $3.0 million non-cash loss on extinguishment.

In May 2025, we exchanged $70.8 million principal amount of 2026 Notes for the same principal of 2029 Notes and entered into agreements to equitize $10.0 million of 2026 Notes, realizing a $3.0 million non-cash loss on extinguishment.

The extinguishment reflects marking-to-market the 2029 Notes and the expensing of capitalized debt issuance costs on the retired portion of the 2026 Notes.

Gain on change in fair value of financial instruments

Net loss on change in fair value of financial instruments

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Gain on change in fair value of financial instruments

Prior to June 30, 2025, net embedded derivative assets and liabilities were not significant.

The issuance of our 2029 Notes resulted in an initial $23.0 million embedded derivative which we recorded when the transaction closed on May 14, 2025.

As of June 30, 2025, we remeasured the derivative to fair value.

The gain on change in fair value of financial instruments primarily reflects an $8.0 million remeasurement of the 2029 Notes embedded derivative.

Net loss on change in fair value of financial instruments

Our embedded derivatives comprise call and put options related to our 2029 Notes and Term Loan.

The $8.8 million increase in net loss for the three months ended September 30, 2025 reflects (i) a $7.1 million net liability increase in the fair value of our 2029 Notes embedded derivative reflecting the option of holders to convert their notes into shares of common stock, which is affected by an increase in our stock price, and (ii) a $1.7 million net liability change in our Term Loan embedded derivative reflecting a greater likelihood of a prepayment occurring due to signing of the APLA and the anticipated Closing of the Transaction with Novo Nordisk.

The $0.7 million increase in net loss for the nine months ended September 30, 2025 reflects a $1.8 million net liability change in our Term Loan embedded derivative, offset by a $0.8 million net liability decrease in our 2029 embedded derivative and a $0.3 million remeasurement of the share-settled liability.

Discontinued operations and the OMIDRIA contract royalty asset

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Ex-US royalties

Net income from discontinued operations, net of tax

Net income from discontinued operations decreased $8.6 million and $11.2 million, respectively, for the three and six months ended June 30, 2025 due to remeasurement of the OMIDRIA contract royalty asset.

Net income (loss) from discontinued operations, net of tax

Net income (loss) from discontinued operations decreased $14.6 million and $25.7 million, respectively, for the three and nine months ended September 30, 2025 due to remeasurement of the OMIDRIA contract royalty asset.

The decrease was primarily attributable to a remeasurement of our OMIDRIA contract royalty asset to reflect lower forecasted sales of OMIDRIA.

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Remeasurement adjustments

OMIDRIA contract royalty asset at June 30, 2025

OMIDRIA contract royalty asset at September 30, 2025

Financial Condition – Liquidity and Capital Resources

As of June 30, 2025, we had cash, cash equivalents, and short-term investments of $28.7 million.

For the six months ended June 30, 2025, our cash provided by operations was $57.8 million and included a net loss for the period of $58.9 million.

As of September 30, 2025, we had cash, cash equivalents, and short-term investments of $36.1 million.

For the nine months ended September 30, 2025, our cash used in operations was $76.3 million and included a net loss for the period of $89.8 million.

Pursuant to a covenant in the Credit Agreement entered into on June 3, 2024, we must maintain $25.0 million of unrestricted cash, cash equivalents, and short-term investments at all times.

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In recent years, Omeros has incurred net losses from continuing operations and negative cash flows from operations.

On May 12, 2025, we entered into the Equitization Transaction, and on May 14, 2025, we completed the Convertible Note Exchange.

(See “Note 1 — Organization and Basis of Presentation” and “Note 6 — Debt” in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for further details.)

On July 28, 2025, we issued and sold to Polar 5,365,853 shares of our common stock sold in a registered direct offering at a price of $4.10 per share, representing a 14 percent premium to the closing price of our common stock on the day of pricing.

We received approximately $20.6 million in cash proceeds net of offering expenses.

As we currently do not have an ongoing source of revenue sufficient to cover our operating costs, we will need to raise additional capital to accomplish our business plan.

However, pursuing debt financings, certain equity offerings or other strategic transactions may result in mandatory prepayments of the Term Loan to the Credit Agreement.

(See “Note 6 — Debt” for further details).

We are in discussions regarding potential asset acquisition and/or licensing agreements in connection with certain of our clinical assets.

The most advanced of these discussions relates to an agreement with a potential multi-billion total transaction value exclusive of royalties.

Upon closing this transaction, we would expect to receive an upfront payment that would (1) provide for the repayment in full of our Term Loan, as well as related prepayment premiums, (2) allow for repayment at or prior to maturity of our outstanding 2026 Notes, and (3) provide sufficient additional capital for more than 12 months of post-closing operations.

We would expect this transaction also would include near- and longer-term milestones that could provide substantial additional capital and, if regulatory approval is obtained, sales-based milestones and royalties with respect to commercial sales.

We can provide no assurance that any transaction will be consummated on favorable terms or at all.

We will be entitled to receive an upfront cash payment of $240.0 million upon Closing of the Transaction with Novo Nordisk, which is expected to occur in the fourth quarter of 2025.

As such, the Closing will result in the mandatory prepayment of all outstanding obligations under our Credit Agreement and a portion of the proceeds will be applied at the Closing to fund full repayment of the $67.1 million outstanding principal amount of Term Loan, along with a 5.0% prepayment premium, certain expenses, and accrued and unpaid interest.

Repayment will result in termination of the Credit Agreement and the release in full of all liens and covenants thereunder.

On July 28, 2025, in a registered direct offering, we issued and sold to entities managed by Polar Asset Management Partners 5,365,853 shares of our common stock at a price of $4.10 per share, representing a 14% premium to the closing price of our common stock on the date of the definitive agreement for the purchase of the shares.

We received $20.3 million in cash proceeds net of offering expenses.

During the six months ended June 30, 2025, we received $6.4 million of net proceeds from the sale of our common stock through the ATM facility and have received $2.1 million subsequent to June 30, 2025.

If these capital resources, for any reason, are needed but inaccessible, it would have a significant negative impact on our financial condition.

During the three and nine months ended September 30, 2025, we received $9.0 million and $15.3 million, respectively, of net proceeds from the sale of our common stock through the ATM facility and have received $3.6 million subsequent to September 30, 2025.

If the ATM facility is needed but inaccessible, we are not able to close the Transaction with Novo Nordisk when anticipated, or we are not able to obtain debt and/or royalty-related financing and/or partnering funding in connection with a near-term regulatory approval of narsoplimab, it would have a significant negative impact on our financial condition.

For purposes of determining available capital resources, any future royalty and/or milestone receipts are excluded.

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Should it be necessary, we may determine to further reduce or delay these or other aspects of our operations and/or implement other restructuring activities.

Furthermore, as we currently do not have an ongoing source of revenue sufficient to cover our operating costs, should the need arise to raise further capital for our operations, we may pursue public and private offerings of our equity securities, debt financings, future royalty sales, or other strategic transactions, which may include licensing or selling a portion or all of one or more of our existing technologies.

Cash Flow Data

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

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Operating Activities.

Net cash used in operating activities for the six months ended June 30, 2025 decreased by $30.0 million as compared to the same period in 2024, driven primarily by a $34.3 million decrease in net loss and a $9.2 million increase in accounts payable, partially offset by $13.8 million of non-cash items, which is primarily comprised of pass-through royalties from Rayner and a gain on change in fair value of financial instruments.

Net cash used in operating activities for the nine months ended September 30, 2025 decreased by $43.6 million as compared to the same period in 2024, driven primarily by a $35.7 million decrease in net loss and a $17.4 million increase in accounts payable, partially offset by $9.8 million of non-cash items, which is primarily comprised of remeasurement adjustments on forecasted OMIDRIA royalties affecting both the OMIDRIA contract royalty asset and OMIDRIA royalty obligation.

Investing Activities.

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As we manage our usage with respect to total cash, cash equivalents, and short-term investments, we do not consider fluctuations in cash flows from investing activities to be important to the understanding of our liquidity and capital resources.

Net cash provided by investing activities during the six months ended June 30, 2025 increased by $46.8 million reflecting the timing of purchase of investments from proceeds received on maturities and sales.

Net cash provided by investing activities during the nine months ended September 30, 2025 increased by $5.7 million, reflecting the timing of purchase of investments from proceeds received on maturities and sales.

Financing Activities.

Net cash provided by financing activities for the six months ended June 30, 2025 decreased by $75.1 million primarily due to prior year activities related to (i) receiving $115.5 million in cash from DRI related to the sale of expanded OMIDRIA royalties in February 2024, (ii) repurchasing certain of our outstanding 2026 Notes for $27.5 million in cash, (iii) repurchasing $11.9 million in common stock and (iv) payments to DRI of $3.4 million in royalties.

These prior year activities were partially offset by current year payments of $2.8 million related to debt issuance costs pertaining to the Convertible Note Exchange.

Net cash provided by financing activities for the nine months ended September 30, 2025 decreased by $44.7 million, primarily due to the change in financing activities between the current year and the prior year.

In the current year, we received proceeds from our registered direct offering from Polar of $20.3 million and ATM proceeds of $15.3 million.

In the prior year, we received $115.5 million in cash from DRI related to the sale of expanded OMIDRIA royalties in February 2024, which was partially offset by repurchases of $21.2 million in aggregate principal amount of our 2026 Notes and $11.9 million of shares of our common stock.

Contractual Obligations and Commitments

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In addition, we carry various finance lease obligations for laboratory and office equipment.

As of June 30, 2025, the remaining aggregate non-cancelable rent payable under the initial term of the lease, excluding common area maintenance and related operating expenses, is $16.8 million.

As of September 30, 2025, the remaining aggregate non-cancelable rent payable under the initial term of the lease, excluding common area maintenance and related operating expenses, is $15.1 million.

Convertible Senior Notes and Long-Term Debt

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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-Q

Item 1. Financial Statements