# Omeros Corp: Form 10-Q for the period ended Jun 30, 2025

- Company: [Omeros Corp](/companies/omer.md) (CIK 1285819)
- Form: 10-Q
- Filed: 2025-08-14
- Accepted by EDGAR: Aug 14, 2025, 16:09 ET
- Period: 2025-06-30
- Accession: 0001437749-25-026933
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1285819/000143774925026933/omer20250630_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1285819/000143774925026933/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $22.0m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-01-01 to 2025-06-30 | $45.9m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $10.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $21.5m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$32.4m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$67.3m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $15.0k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $3.7m | us-gaap:InterestExpenseNonoperating |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$25.4m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$58.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.43 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$1.01 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.43 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$1.01 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$57.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $54.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $0 | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $1.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $69.6m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $200.6m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $85.5m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-06-30 | $154.9m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-06-30 | −$228.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 44,356 characters.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10‑Q and with our audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025. In addition, you should read the section entitled “Risk Factors” and the disclaimers regarding forward-looking statements included herein and in our Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of important factors that could cause our results to differ materially from the results described in or implied by any forward-looking statements contained herein.*

### Overview

We are a clinical-stage biopharmaceutical company committed to discovering, developing, and commercializing first-in-class small-molecule and protein therapeutics for large-market as well as orphan indications targeting immunologic diseases, including complement-mediated diseases and cancers related to dysfunction of the immune system, as well as addictive and compulsive disorders.

#### Complement Inhibitor Programs

The complement system plays a role in the body’s inflammatory response and becomes activated as a result of tissue damage or trauma or microbial pathogen invasion. Inappropriate or uncontrolled activation of the complement system can cause diseases characterized by serious tissue injury. Three main pathways can activate the complement system: classical, lectin, and alternative. 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.

#### Lectin Pathway / MASP 2

MASP-2 is a novel pro-inflammatory protein target that is the effector enzyme of the lectin pathway and is required for the function of this pathway. We are developing antibodies and small-molecule inhibitors of MASP-2 as potential therapeutics for diseases in which the lectin pathway has been shown to contribute to significant tissue injury and pathology. When not treated, these diseases are typically characterized by significant end-organ damage, such as kidney or central nervous system injury. Importantly, inhibition of MASP-2 has been demonstrated not to interfere with the antibody-dependent classical complement activation pathway, a critical component of the acquired immune response to infection.

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. 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. 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.

In June 2025, we submitted a Marketing Authorization Application (“MAA”) for narsoplimab for the treatment of TA-TMA in the European Union. The European Medicines Agency (“EMA”) completed validation of the narsoplimab MAA, which confirms that the submission is accepted and starts the formal review process by EMA’s Committee for Medicinal Products for Human Use. We expect an opinion on the MAA in mid-2026.

As with any BLA or MAA, there can be no guarantee that FDA or the EMA will complete their respective reviews within a given timeframe, or that the Company’s BLA or MAA will ultimately be approved.

Our pipeline also includes OMS1029, our long-acting antibody targeting MASP-2 which we expect will be well-suited to indications requiring long-term, chronic administration. In addition, we have a program focused on development of an orally administered small-molecule MASP-2 inhibitor. In the first quarter of 2025 we determined to pause most development activities in our OMS1029 and MASP-2 small-molecule development programs to preserve available capital for narsoplimab and other prioritized programs.

#### Alternative Pathway / MASP-3

Our pipeline of clinical-stage complement-targeted therapeutic candidates also includes zaltenibart (OMS906), a proprietary, patented monoclonal antibody targeting MASP-3, the key activator of the alternative pathway of complement. 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. 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.

#### PDE7 Inhibitor Programs

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 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. 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.

#### Preclinical Programs - Oncology Platform

We are developing a portfolio of signaling-driven immunomodulators, oncotoxins, and an adoptive T-cell technology combined with an immunostimulator that, unlike other cellular therapy approaches requires no cellular engineering, may reduce manufacturing costs and timelines, and may maintain an enhanced anti-cancer immune response through subsequent repetitive and simple therapeutic administrations.

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 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 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. These experts in the treatment of AML are expected to help guide clinical development of our potential AML therapeutic. IND-enabling work is ongoing with an estimated timeline to clinical entry of 18-24 months.

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

#### 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.

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.

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.

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.

#### 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.

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.

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.

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.

#### OMIDRIA Sale and Royalty Monetization Transactions

We previously developed and commercialized OMIDRIA® (phenylephrine and ketorolac intraocular solutions) 1%/0.3%, which is approved by FDA for use during cataract surgery or intraocular lens replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. We marketed OMIDRIA in the U.S. from the time of its commercial launch in 2015 until December 2021.

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. 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%. 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. 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. based OMIDRIA royalty receipts through December 31, 2031 which we record as an OMIDRIA royalty obligation on our condensed consolidated balance sheet. All U.S. based royalties through December 31, 2031 are remitted by Rayner to an escrow account established by Omeros, from which payments are made to DRI. We retain the rights to receive all ex-U.S. royalties through December 31, 2031 and royalties on global net sales of OMIDRIA after this date, including royalties on U.S. OMIDRIA net sales. Interest expense on the OMIDRIA royalty obligation is recorded as a component of continuing operations.

For further details, see “Note 2 – Significant Accounting Policies, *Discontinued Operations* and *OMIDRIA Royalty Obligations,”* and “Note 8 — OMIDRIA Royalty Obligation” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

### Results of Operations

#### Research and Development Expenses

Our research and development expenses can be divided into three categories: direct external expenses, which include clinical research and development and preclinical research and development activities; internal overhead and other expenses; and stock-based compensation expense. Direct external expenses consist primarily of expenses incurred pursuant to agreements with third-party manufacturing organizations prior to receiving regulatory approval for a product candidate, contract research organizations, clinical trial sites, collaborators, licensors and consultants. Preclinical research and development includes costs prior to beginning Phase 1 studies in human subjects. Internal overhead and other expenses primarily consist of costs for personnel, overhead, rent, utilities and depreciation. Our accounting policy is to expense all manufacturing costs related to product candidates until regulatory approval is reasonably assured in either the U.S. or European Union.

The following table illustrates our expenses associated with these activities:

*(In thousands)*

| ​ ​ ​ ​ Research and development expenses: Direct external expenses: Clinical research and development: | Three Months Ended June 30, 2025 ​ ​ | 2024 ​ ​ | Six Months Ended June 30, 2025 ​ ​ | 2024 ​ ​ |
| --- | ---: | ---: | ---: | ---: |
| MASP-3 program - OMS906 (zaltenibart) | $5,324 | $8,173 | $12,355 | $13,426 |
| MASP-2 program - OMS721 (narsoplimab) | 3,424 | 22,003 | 6,055 | 28,688 |
| PDE7 program - (NIDA) | 535 | — | 535 | — |
| MASP-2 program - OMS1029 and other | 32 | 1,198 | 395 | 2,324 |
| Total clinical research and development | 9,315 | 31,374 | 19,340 | 44,438 |
| Preclinical research and development | 978 | 1,789 | 2,361 | 3,369 |
| Total direct external expenses | 10,293 | 33,163 | 21,701 | 47,807 |
| Internal overhead and other expenses | 10,801 | 11,117 | 22,203 | 22,229 |
| Stock-based compensation expenses | 915 | 1,069 | 1,951 | 2,083 |
| Total research and development expenses | $22,009 | $45,349 | $45,855 | $72,119 |

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.

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. Clinical development timelines, the probability of success, and development costs can differ materially as new data become available and as expectations change. Our future research and development expenses will depend, in part, on the preclinical or clinical success of each product candidate as well as ongoing assessments of each program’s commercial potential. In addition, we cannot forecast with precision which product candidates, if any, may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

We are required to expend substantial resources in the development of our product candidates due to the lengthy process of completing clinical trials and seeking regulatory approval. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could delay our generation of product revenue and increase our research and development expenses.

#### Selling, General and Administrative Expenses

*(In thousands)*

| ​ ​ ​ ​ Selling, general and administrative expenses: | Three Months Ended June 30, 2025 ​ | 2024 ​ | Six Months Ended June 30, 2025 ​ | 2024 ​ |
| --- | ---: | ---: | ---: | ---: |
| Selling, general and administrative expenses, excluding stock-based compensation expense | $9,195 | $12,109 | $18,901 | $22,729 |
| Stock-based compensation expense | 1,150 | 1,699 | 2,567 | 3,343 |
| Total selling, general and administrative expenses | $10,345 | $13,808 | $21,468 | $26,072 |

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.

#### Interest Expense

Interest expense, net of premiums, discounts, issuance costs and remeasurement adjustments is shown below:

*(In thousands)*

| OMIDRIA royalty obligation | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Pass through interest remitted to administrative agent | $5,069 | $5,701 | $10,286 | $9,646 |
| Non-cash remeasurement adjustment | (8,506) | 728 | (11,878) | 1,806 |
| Interest (income)/expense on OMIDRIA royalty obligation | (3,437) | 6,429 | (1,592) | 11,452 |
| 2026 Notes |  |  |  |  |
| Contractual interest expense | 790 | 2,369 | 2,074 | 5,203 |
| Amortization of debt discount and issuance costs | 92 | 261 | 240 | 569 |
| Interest expense on 2026 Notes | 882 | 2,630 | 2,314 | 5,772 |
| Term Loan |  |  |  |  |
| Contractual interest expense | 2,231 | 714 | 4,464 | 714 |
| Amortization of debt premium and issuance costs | (1,306) | (599) | (3,214) | (599) |
| Interest expense on Term Loan | 925 | 115 | 1,250 | 115 |
| 2029 Notes |  |  |  |  |
| Contractual interest expense | 859 | — | 859 | — |
| Amortization of debt discount and issuance costs | 748 | — | 748 | — |
| Interest expense on 2029 Notes | 1,607 | — | 1,607 | — |
| Finance leases and other | 38 | 41 | 90 | 107 |
| Total interest expense | $15 | $9,215 | $3,669 | $17,446 |

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. Pass through interest paid to DRI is offset by non-cash remeasurement adjustments taken to properly reflect the OMIDRIA royalty obligation for changes in probable cash flows on our future expected Rayner royalties.

Contractual interest expense is comprised of cash interest paid during the year and the net change in accrued interest. Amortization of debt discounts, premiums, and issuance costs are reflected as non-cash interest expense. 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 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.

#### Interest and Other Income

*(In thousands)*

| ​ ​ ​ ​ | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Interest and other income | $1,241 | $3,247 | $2,363 | $6,662 |

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.

#### Loss on early extinguishment of 2026 convertible senior notes

*(In thousands)*

| ​ ​ ​ ​ | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Loss on early extinguishment of 2026 convertible senior notes | $(2,968) | $— | $(2,968) | $— |

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. 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

*(In thousands)*

| ​ ​ ​ ​ | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Gain on change in fair value of financial instruments | $8,207 | $— | $8,142 | $— |

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.

#### Discontinued operations and the OMIDRIA contract royalty asset

Net income from OMIDRIA discontinued operations, net of tax is shown below:

*(In thousands)*

| ​ ​ ​ ​ | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Interest earned on OMIDRIA contract royalty asset | $3,886 | $4,271 | $7,839 | $8,614 |
| Remeasurement adjustments | (3,149) | 4,314 | (2,981) | 6,653 |
| Other income (loss), net | (266) | 499 | (281) | 483 |
| Ex-US royalties | (6) | — | (6) | — |
| Net income from discontinued operations, net of tax | $465 | $9,084 | $4,571 | $15,750 |

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

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

|  |  |
| --- | ---: |
| OMIDRIA contract royalty asset at December 31, 2024 | $153,349 |
| Royalties earned | (15,251) |
| Interest earned on OMIDRIA contract royalty asset | 7,839 |
| Remeasurement adjustments | (2,981) |
| OMIDRIA contract royalty asset at June 30, 2025 | $142,956 |

### 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.

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. 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.

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. 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. (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.

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.

If these capital resources, for any reason, are needed but inaccessible, 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.

#### Cash Flow Data

*(In thousands)*

| ​ ​ ​ ​ Selected cash flow data Cash provided by (used in): | Six Months Ended June 30, 2025 ​ ​ | 2024 ​ ​ |
| --- | ---: | ---: |
| Operating activities | $(57,779) | $(87,765) |
| Investing activities | $59,838 | $11,225 |
| Financing activities | $(3,555) | $71,555 |

21

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.

Investing Activities. Cash flows provided by investing activities primarily reflects cash used to purchase short-term investments and proceeds from the sale of those investments. This frequently causes a shift between our cash, cash equivalents, and short-term investment balances. 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.

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.

### Contractual Obligations and Commitments

Our future minimum contractual commitments and obligations were reported in our Annual Report on Form 10-K for the year ended December 31, 2024. Other than the following, our future minimum contractual obligations and commitments have not changed materially from the amounts previously reported. See “Note 10 — Commitments and Contingencies” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

#### Operating Leases

Our lease for our office and laboratory space ends in November 2027. We have two options to extend the lease term by five years each. 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.

#### Convertible Senior Notes and Long-Term Debt

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

#### OMIDRIA Royalty Obligation

See “Note 8 — OMIDRIA Royalty Obligation” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

#### Goods and Services Contracts, Development Milestones and Product Royalties

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

### Critical Accounting Policies and Significant Judgments and Estimates

There have not been any material changes in our critical accounting policies and significant judgments and estimates as disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025 except as what we have disclosed in the notes to our financial statements regarding embedded derivatives. For further details see “Note 2 — Significant Accounting Policies” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

## Market risk

As filed, 2,746 characters.

Our exposure to market risk is primarily confined to our investment securities, debt instruments and embedded derivatives.

### Cash, Cash Equivalents and Short-Term Investments

The primary objective of our investment activities is to preserve our capital to fund operations, and we do not enter into financial instruments for trading or speculative purposes. We also seek to maximize income from our investments without assuming significant risk. As of June 30, 2025, we had cash, cash equivalents, and short-term investments of $28.7 million. In accordance with our investment policy, we invest funds in high credit quality securities such as money market funds, certificates of deposit and U.S. treasury bills to limit credit risk. The money market funds in our investment portfolio are not leveraged and are classified as available-for-sale. We currently do not hedge interest rate exposure. Because of the short-term maturities of our investments, we do not believe that an increase in market rates would have a materially negative impact on the realized value of our investment portfolio. We actively monitor changes in interest rates and, with our current portfolio of short-term investments, we are not exposed to potential loss due to changes in interest rates.

### Convertible Notes, Term Debt and Embedded Derivatives

As of June 30, 2025 and December 31, 2024, we had total fixed-rate borrowings from our 2026 Notes and 2029 Notes of $87.9 million and $97.9 million, respectively. We record all of our fixed-rate borrowings at amortized cost and, therefore, do not experience any risk for changes in interest rates. However, we include embedded derivatives along with our debt in our reporting of our 2029 Notes in our condensed consolidated balance sheet. The derivatives on our 2029 Notes are marked to fair value every reporting period. The fair value inputs to the derivative valuation include stock price, unsecuritized discount rate, risk-free rate, volatility, and term. Consequently, we may incur gains and losses on the derivative as changes occur in any of these inputs at each reporting period. For further details see “Note 4 — Fair Value Measurements” and “Note 6 — Debt” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

As of each of June 30, 2025 and December 31, 2024, our term debt borrowings were $67.1 million. We record our term debt at amortized cost. However, interest is calculated based on adjusted SOFR, subject to a 3.00% floor, plus 8.75% per annum. Therefore, we experience exposure to any adjustments in the adjusted SOFR. Our term debt includes embedded derivatives that do not have a significant impact to our financial statements.

## Controls and procedures

As filed, 1,300 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2025. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

### Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 1,035 characters.

We operate in an environment that involves a number of risks and uncertainties. Before making an investment decision you should carefully consider the risks described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025. In assessing the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, you should also refer to the other information included therein and in this Quarterly Report on Form 10-Q. In addition, we may be adversely affected by risks that we currently deem to be immaterial or by other risks that are not currently known to us. Due to these risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. The trading price of our common stock could decline due to any of these risks and you may lose all or part of your investment.

Filed Aug 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001437749-25-026933. Last ingested by Listed: Oct 30, 2026, 17:13 ET. No prices; not investment advice.