Omeros(US:OMER)2025-05-15 20:31Second Supplemental Indenture Overview This document outlines the agreement establishing the 9.50% Convertible Senior Notes due 2029 and amending the Base Indenture Preamble The preamble identifies the parties, the new 9.50% Notes due 2029, and its amendment to the 2020 Base Indenture Indenture Details | Item | Detail | | :--- | :--- | | Document Type | Second Supplemental Indenture | | Issuer | Omeros Corporation | | Trustee | Computershare Trust Company, National Association | | Security | 9.50% Convertible Senior Notes due 2029 | | Effective Date | May 14, 2025 | | Base Indenture Date | August 14, 2020 | Article 1: Definitions and Interpretation This article defines key terms for the Notes and clarifies the interpretive rules and scope relative to the Base Indenture Definitions This section provides critical definitions for the Notes, superseding the Base Indenture for terms like conversion and corporate events Key Note Terms | Term | Definition | | :--- | :--- | | Notes | 9.50% Convertible Senior Notes due 2029 | | Issue Date | May 14, 2025 | | Maturity Date | June 15, 2029 | | Interest Payment Dates | June 15 and December 15, commencing December 15, 2025 | | Initial Conversion Rate | 161.8122 shares of Common Stock per $1,000 principal amount | | Authorized Denomination | $1,000 or any integral multiple thereof | - A 'Fundamental Change' is defined to include events such as a change of control where a person or group acquires over 50% of voting power, the sale of substantially all assets, stockholder approval of liquidation, or the delisting of the Common Stock from major exchanges3233 Interpretation and Scope This section clarifies that this supplemental indenture's provisions for the 2029 Notes supersede any conflicting terms in the Base Indenture - The Supplemental Indenture's provisions will apply solely to the 2029 Notes and will supersede conflicting provisions in the Base Indenture86 - Specific articles of the Base Indenture related to redemption, conversion, defaults, successors, and covenants are explicitly replaced by the corresponding articles in this supplemental document8891 Article 2: The Notes This article details the terms of the Notes, including their issuance, interest accrual, and transfer and exchange procedures Initial and Additional Notes This section specifies the initial issuance amount of the Notes and allows for the future issuance of additional notes Note Issuance Details | Item | Amount | | :--- | :--- | | Initial Aggregate Principal | $70,785,000 | - The Company may issue additional notes in the future without holder consent, which will be part of the same series as the initial notes103 Accrual of Interest This section details the interest accrual terms for the Notes, including the rate, payment dates, and handling of defaulted interest Interest Terms | Term | Detail | | :--- | :--- | | Stated Interest Rate | 9.50% per annum | | Interest Payment Dates | June 15 and December 15 | | Interest Calculation Basis | 360-day year, twelve 30-day months | | Default Interest | Accrues on defaulted amounts at the same 9.50% rate | Transfers and Exchanges This section governs the transfer and exchange of Notes, establishing restrictions in compliance with Rule 144 - Transfers of Notes are restricted until the 'Resale Restriction Termination Date,' which is the later of one year after the last issuance date or as required by law; restricted securities will bear a restrictive legend135136139 - A Global Note can be exchanged for Physical Notes if the Depositary is unable to continue its services, an Event of Default occurs, or the Company permits it126 Article 3: Covenants This article outlines the Company's ongoing obligations, including SEC reporting requirements and certifications of compliance Exchange Act Reports The Company covenants to provide the Trustee with all reports it files with the SEC under the Exchange Act - The Company must provide the Trustee with copies of its SEC filings (e.g., 10-K, 10-Q) within 15 calendar days of the SEC filing deadline163 Compliance and Default Certificates This section requires the Company to provide annual compliance certificates and prompt notice of any defaults to the Trustee - An annual compliance certificate must be delivered to the Trustee within 90 days of each fiscal year-end165 - In the event of a Default, the Company must deliver a certificate to the Trustee describing the default within 30 days166 Article 4: Repurchase and Redemption This article specifies the conditions under which holders can demand repurchase or the Company can redeem the Notes Right of Holders to Require Repurchase upon a Fundamental Change Upon a Fundamental Change, holders have the right to require the Company to repurchase their Notes for cash - Upon a Fundamental Change, holders can force the Company to repurchase their Notes175 Fundamental Change Repurchase Terms | Term | Detail | | :--- | :--- | | Repurchase Price | 100% of principal amount plus accrued and unpaid interest | | Company Notice Deadline | Within 20 calendar days after the effective date of the Fundamental Change | | Repurchase Date | 20 to 35 Business Days after the Company sends the notice | Right of the Company to Redeem the Notes This section grants the Company a conditional option to redeem the Notes for cash on or after June 20, 2027 - The Company cannot redeem the Notes before June 20, 2027195 - Redemption is permitted on or after June 20, 2027, only if the Last Reported Sale Price of the Common Stock is greater than 130% of the Conversion Price for a specified period196 - The redemption price is the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date200 - Calling notes for redemption constitutes a 'Make-Whole Fundamental Change,' which may increase the conversion rate for the notes being redeemed196 Article 5: Conversion This article details the holders' rights to convert Notes into stock, including settlement methods, rate adjustments, and ownership limitations Right to Convert This section outlines the conditions under which holders may convert their Notes into conversion consideration - Holders may convert their notes at any time during the 'Free Convertibility Period'215 - Conversion is also permitted upon certain corporate events, such as a Fundamental Change or a call for redemption212213 - An 'Interest Make-Whole Payment' is payable for conversions occurring from November 14, 2025, to June 1, 2029, equal to the discounted value of remaining interest payments for up to 18 months215 Settlement upon Conversion This section details the Company's options for settling conversions, which can be in shares, cash, or a combination - The Company has the right to choose the settlement method for conversions: Physical (shares), Cash, or Combination226227 - The Default Settlement Method is Physical Settlement, but the Company can change it27 - The number of shares issuable upon conversion is limited by Nasdaq listing rules until shareholder approval is obtained, which the company will use commercially reasonable efforts to obtain230 Adjustments to the Conversion Rate This section provides for adjustments to the Conversion Rate to prevent dilution from certain corporate actions - The Conversion Rate will be adjusted for stock splits, combinations, and stock dividends244 - Adjustments are also made for distributions of rights, options, warrants, spin-offs, cash dividends, and issuer tender/exchange offers where the consideration exceeds the stock's market price247251260264 - The Company is not required to adjust the conversion rate for certain events, including stock repurchases under an approved program, issuance of shares under employee benefit plans, or a change in the par value of the Common Stock269270 Adjustments for Make-Whole Fundamental Change This section provides for an increased Conversion Rate if a Make-Whole Fundamental Change occurs - Upon a Make-Whole Fundamental Change, the Conversion Rate is increased by 'Additional Shares' for conversions during a specific period285 Make-Whole Adjustment Caps | Item | Limit | | :--- | :--- | | Maximum Conversion Rate | 228.6389 shares per $1,000 principal | | Stock Price Floor | $4.37 per share (no additional shares below this) | | Stock Price Ceiling | $40.00 per share (no additional shares above this) | Beneficial Ownership Limitations This section imposes a significant restriction on conversion to prevent a holder from exceeding a 9.9% ownership threshold - Holders are prohibited from converting Notes if it would result in them beneficially owning more than the 'Beneficial Ownership Limitation'299 Ownership Limitation Details | Item | Detail | | :--- | :--- | | General Limitation | 9.9% of outstanding Common Stock | | Holder Adjustment | A holder can elect a lower limit with 61 days' notice | Article 6: Successors This article governs the requirements for a successor entity in the event of a merger, consolidation, or sale of assets When the Company May Merge, Etc. This section restricts the Company from major corporate transactions unless the successor assumes all obligations under the Indenture - In a merger or sale of all assets, the successor corporation must be a U.S. entity and must assume all obligations related to the Notes307 - No Default or Event of Default may be continuing immediately after such a business combination307 Article 7: Defaults and Remedies This article defines events of default and outlines the corresponding remedies available to the Trustee and holders, including acceleration Events of Default This section defines the specific events that constitute a default under the Indenture - Events of Default include non-payment of principal or interest (with a 30-day grace period for interest)312 - A cross-default on other debt of at least $25 million, or an uninsured final judgment of the same amount, constitutes an Event of Default312313 - Bankruptcy, insolvency, or similar proceedings involving the Company or a Significant Subsidiary are also Events of Default313315 Acceleration Upon an Event of Default, the Notes may be accelerated, making the entire principal and accrued interest immediately due - Acceleration is automatic upon certain bankruptcy events involving the Company317 - For other defaults, the Trustee or holders of at least 25% of the principal amount of Notes can declare acceleration318 Sole Remedy for a Failure to Report This section provides a specific, limited remedy of paying Special Interest for the Company's failure to file required SEC reports Special Interest for Reporting Default | Period | Rate (per annum) | | :--- | :--- | | First 90 days | 0.25% | | Days 91-180 | 0.50% | - Acceleration for a reporting default is only possible after 181 days if the Company elects this remedy320 Article 8: Amendments, Supplements, and Waivers This article details the procedures for modifying the Indenture, distinguishing between changes that do and do not require holder consent Amendments Without Consent of Holders The Company and Trustee can amend the Indenture without holder consent for certain administrative or non-adverse changes - Amendments are permitted without holder consent to cure defects, add guarantees, secure the notes, or for other changes that are not materially adverse to holders341342 Amendments With Consent of Holders This section outlines the requirements for amendments that need consent from a majority or all affected holders - Most amendments require the consent of holders of a majority of the aggregate principal amount of Notes345 - Unanimous consent of all affected holders is required to: - Reduce principal or extend maturity - Reduce interest rate or extend payment time - Adversely affect conversion rights - Change the ranking of the Notes345346350 Article 9: Satisfaction and Discharge This article describes the process for terminating the Company's obligations under the Indenture once all Notes are paid Termination of Company's Obligations This section describes how the Company's obligations can be discharged upon payment or cancellation of all outstanding Notes - The Indenture can be discharged once all notes are paid or provided for through an irrevocable deposit with the Trustee359 - The Notes are not defeasible361 Article 10: Trustee This article defines the duties, rights, compensation, and indemnification of the Trustee Duties of the Trustee This section outlines the Trustee's duties, which are ministerial unless an Event of Default has occurred - During an Event of Default, the Trustee must act as a 'prudent person' would366 - Otherwise, the Trustee's duties are ministerial and defined solely by the express provisions of the Indenture366 Compensation and Indemnity The Company is obligated to compensate the Trustee for its services and indemnify it against losses and liabilities - The Company must pay the Trustee for its services and reimburse its expenses385 - The Company must indemnify the Trustee against losses and liabilities, except those resulting from the Trustee's own negligence or willful misconduct386 Article 11: Miscellaneous This article covers miscellaneous provisions, including governing law, jury trial waivers, and responsibility for calculations Governing Law; Waiver of Jury Trial This section establishes that New York law governs the Indenture and that all parties waive the right to a jury trial - The Indenture and Notes are governed by the laws of the State of New York411 - All parties waive the right to a jury trial for any related legal proceedings411 Calculations The Company is responsible for making all calculations required under the Indenture, which are binding absent manifest error - The Company is responsible for all calculations under the Indenture, including those related to conversion and pricing417 - The Trustee and Conversion Agent may rely conclusively on the Company's calculations without independent verification418 Exhibits This section contains the template forms for the Notes and the required legal legends Exhibit A: Form of Note This exhibit provides the template form for the 9.50% Convertible Senior Notes due 2029 - Provides the standard text and layout for the physical Note certificates428439 - Includes detachable forms for holders to exercise their rights, such as conversion and repurchase upon a fundamental change456461465 Exhibits B, C, and D: Legend Forms These exhibits provide the specific text for legends that must be placed on the Notes and any resulting Common Stock - Exhibit B contains the legend for Global Notes held through a depository like DTC468 - Exhibits C and D provide the restrictive legends required by the Securities Act for unregistered securities (Notes and converted Common Stock), outlining transfer limitations under Rule 144A and other exemptions473477