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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-02 · 31 added, 3 removed, 200 unchanged (15% of the section changed)

15 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework).

Based on the results of this assessment and on those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2019.

Based on the results of this assessment and on

those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Ernst & Young LLP has independently assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 and its report is included below.

6 unchanged sentences

In our opinion, Omeros Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Omeros Corporation (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive loss, shareholders’ deficit and cash flows for each of the three years in the period ended December 31, 2019, and the related notes of the Company and our report dated March 2, 2020 expressed an unqualified opinion thereon that included an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Omeros Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, shareholders' deficit and cash flows for each of the three years in the period ended December 31, 2020, and the related notes of the Company and our report dated March 1, 2021 expressed an unqualified opinion.

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

On March 1, 2021, we entered into a sales agreement (the “Sales Agreement”) with Cantor, Fitzgerald & Co.

(“Cantor”), to sell shares of our common stock having aggregate sales proceeds of up to $150.0 million, from time to time, through an “at the market” equity offering program under which Cantor will act as sales agent.

Under the Sales Agreement, we will set the parameters for the sale of shares of our common stock, including the number of shares to be issued, the time period during which sales are requested to be made, and any minimum price below which sales may not be made.

Subject to the terms and conditions of the Sales Agreement, Cantor will use commercially reasonable efforts to sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including sales made directly on The Nasdaq Global Market or any other trading market for our common stock.

We will pay Cantor a commission of up to 3.0% of the aggregate gross proceeds of any common stock sold through Cantor under the Sales Agreement, if any.

The Sales Agreement contains customary representations, warranties and agreements between us and Cantor, as well as customary indemnification rights, including for liabilities under the Securities Act.

We are not obligated to make any sales of common stock under the Sales Agreement.

The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement in accordance with its terms.

We and Cantor may terminate the Sales Agreement at any time by providing written notice to the other party.

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

The Sales Agreement contains representations, warranties and covenants that were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The Sales Agreement is not intended to provide any other factual information about us.

The legal opinion of Keller Rohrback L.L.P.

relating to the shares of common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Annual Report on Form 10-K.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

35 unchanged sentences

Exhibit Description

Sales Agreement, dated March 1, 2021, between Omeros Corporation and Cantor Fitzgerald & Co.

Amended and Restated Articles of Incorporation of Omeros Corporation

5 unchanged sentences

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

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

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

Opinion of Keller Rohrback L.L.P.

relating to the Sales Agreement, dated as of March 1, 2021

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

26 unchanged sentences

Eighth Amendment to Lease dated October 18, 2019 between Omeros Corporation and BMR-201 Elliott Avenue LLC

Ninth Amendment to Lease dated January 15, 2020 between Omeros Corporation and BMR-201 Elliott Avenue LLC

Tenth Amendment to Lease dated September 15, 2020 between Omeros Corporation and BMR-201 Elliott Avenue LLC

Eleventh Amendment to Lease dated October 23, 2020 between Omeros Corporation and BMR-201 Elliott Avenue LLC

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

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

3 unchanged sentences

Amendment dated May 8, 2007 to Exclusive License and Sponsored Research Agreement between Omeros Corporation and the Medical Research Council dated October 31, 2005

Funding Agreement between Omeros Corporation and The Stanley Medical Research Institute dated December 18, 2006

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

17 unchanged sentences

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

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

Settlement Agreement, dated October 4, 2017, by and among Omeros Corporation, Par Sterile Products, LLC and Par Pharmaceutical, Inc.

2 unchanged sentences

Loan and Security Agreement, dated as of August 2, 2019, by and between Omeros Corporation and Silicon Valley Bank

First Amendment to Loan and Security Agreement, dated as of August 7, 2020, by and between Omeros Corporation and Silicon Valley Bank

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

Consulting Agreement, dated as of February 10, 2020, between Omeros Corporation and Kurt Zumwalt

Consent of Independent Registered Public Accounting Firm

Consent of Keller Rohrback L.L.P.

(included in Exhibit 5.1)

Certification of Principal Executive Officer Pursuant to Rule 13-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

53 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures