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OMER > SEC Filings for OMER > Form 8-K on 10-May-2013All Recent SEC Filings

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Form 8-K for OMEROS CORP


Entry into a Material Definitive Agreement, Other Events, Financial Statements and Ex

Item 1.01 Entry into a Material Definitive Agreement.

On May 9, 2013, Omeros Corporation (the "Company") entered into Subscription Agreements with affiliates of RA Capital Management and certain other investors with respect to the registered direct offering of 3,903,004 shares of its common stock, $0.01 par value per share (the "Common Stock"), at an offering price of $4.14 per share. The shares were offered and are expected to be sold without an underwriter or placement agent. The net proceeds to the Company from the sale of Common Stock, after deducting offering expenses, are expected to be approximately $16.1 million. The offering is expected to close on or about May 14, 2013.

The Company intends to use the net proceeds of the offering for general corporate purposes, including expenses related to the potential commercialization of OMS302 for intraocular lens replacement, as well as for research and development expenses, such as funding planned clinical trials for its OMS103HP, PDE10, MASP-2 and PDE7 programs. The net proceeds may also be used to fund pre-clinical studies, capital expenditures, working capital and to otherwise advance the Company's potential products towards commercialization.

The Common Stock has been registered under the Securities Act of 1933, as amended, pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-169856). The Common Stock is being offered and sold pursuant to a prospectus dated October 18, 2010, as supplemented by a prospectus supplement dated May 9, 2013.

A copy of the form of Subscription Agreement is filed herewith as Exhibit 10.1 to this report and is incorporated herein by reference. The legal opinion of Alex Sutter, Deputy General Counsel and Assistant Secretary of the Company, relating to the Common Stock being offered is filed as Exhibit 5.1 to this report.

Item 8.01 Other Events.

On May 9, 2013, the Company issued a press release announcing the pricing of its registered direct offering of Common Stock. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number       Description

5.1          Opinion of Alex Sutter, Deputy General Counsel and Assistant Secretary
             of Omeros Corporation.

10.1         Form of Subscription Agreement, dated May 9, 2013, between Omeros
             Corporation and each of the investors in the offering.

23.1         Consent of Alex Sutter, Deputy General Counsel and Assistant Secretary
             of Omeros Corporation (included in Exhibit 5.1).

99.1         Press Release dated May 9, 2013.

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