UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34475

OMEROS CORPORATION

(Exact name of registrant as specified in its charter)


Washington		91-1663741
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

201 Elliott Avenue West Seattle, Washington 98119
(Address of principal executive offices and zip code)

(206) 676-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	OMER	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	◻	Accelerated filer	⌧
Non-accelerated filer	◻	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $165,588,454.

As of April 18, 2023, the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was 62,828,765.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Auditor Name: Ernst & Young LLP Auditor Location: Seattle, Washington Auditor Firm ID: 42


	Page
Part III
Item 10. Directors, Executive Officers and Corporate Governance	1
Item 11. Executive Compensation	4
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	20
Item 13. Certain Relationships and Related Transactions, and Director Independence	22
Item 14. Principal Accounting Fees and Services	24
Part IV	24
Item 15. Exhibits, Financial Statement Schedules	24
Signatures	31


Omeros Board of Directors	Term Expires
Class I Directors
Arnold C. Hanish		2025
Rajiv Shah, M.D.		2025
Class II Directors
Thomas J. Cable	2023
Peter A. Demopulos, M.D.	2023
Kurt Zumwalt	2023
Class III Directors
Thomas F. Bumol, Ph.D.	2024
Gregory A. Demopulos, M.D.	2024
Leroy E. Hood, M.D., Ph.D.	2024


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(2)	Total ($)
Thomas F. Bumol, Ph.D.	50,625	31,971	82,596
Thomas J. Cable	81,250	31,971	113,221
Peter A. Demopulos, M.D.	46,750	31,971	78,721
Arnold C. Hanish	58,750	31,971	90,721
Leroy E. Hood, M.D., Ph.D.	56,625	31,971	88,596
Rajiv Shah, M.D.	56,125	31,971	88,096
Kurt Zumwalt	42,500	31,971	74,471

Component	Objective and Basis	Form
Base Salary	Used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers.	Cash
Annual Bonus	Provide incentives for our named executive officers and other employees to achieve the annual corporate performance objectives developed from our annual business review and adjusted during the year to reflect any changes in our operating plans and strategy.	Cash
Equity Compensation	Provide incentives and to reward our named executive officers for long-term corporate performance based on the value of our common stock and thereby align the interests of our named executive officers, and other key employees, with those of our shareholders.	Stock Options
Retirement or Other Benefits	Establish a broad-based tax-qualified Section 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.	401(k) plan; medical, dental, and vision benefits; dependent care spending accounts; disability insurance; and accidental death and basic life insurance.
Perquisites and Other Personal Benefits	Historically, with the exception of parking expenses, we have provided perquisites or other personal benefits only to our CEO. In the future, however, we may provide such items in limited circumstances, such as when we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executives more efficient and effective and for recruitment, motivation or retention purposes.	Limited (see “Perquisites and Other Personal Benefits” for more information)


Named Executive Officer		Adjusted 2022 Base Salary
Gregory A. Demopulos, M.D.		$890,590
Michael A. Jacobsen		$438,048
Peter B. Cancelmo, J.D.		$427,680


		Number of Shares of Common Stock
		Underlying Stock Option Awards
Named Executive Officer		Granted in 2022
Gregory A. Demopulos, M.D.		650,000
Michael A. Jacobsen		85,000
Peter B. Cancelmo, J.D.		80,000


				Option	All Other
		Salary	Bonus	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)(1)	($)(2)	($)(3)	($)
Gregory A. Demopulos, M.D.	2022	882,027	890,000	1,934,052	22,607	3,728,686
President, Chief Executive Officer	2021	848,103	875,000	5,670,963	21,609	7,415,675
and Chairman of the Board	2020	817,405	1,400,000	3,537,090	20,654	5,775,149
Michael A. Jacobsen	2022	429,936	81,120	252,914	7,541	771,511
Vice President, Finance, Chief	2021	401,700	97,000	773,313	6,625	1,278,638
Accounting Officer and Treasurer	2020	384,016	153,178	550,214	6,555	1,093,964
Peter B. Cancelmo, J.D.	2022	417,960	77,760	238,037	7,516	741,273
Vice President, General Counsel	2021	381,600	90,000	773,313	6,594	1,251,507
and Secretary	2020	345,000	57,500	534,612	6,607	943,719


		All Other Option
		Awards: Number		Exercise or Base	Grant Date Fair
		of Securities		Price of Option	Value of Stock and
		Underlying Options		Awards	Option Awards
Name	Grant Date	(#)(1)		($/Sh)	($)(2)
Gregory A. Demopulos, M.D.	09/21/22	650,000	(3)	3.93	1,934,052
Michael A. Jacobsen	09/21/22	85,000	(3)	3.93	252,914
Peter B. Cancelmo, J.D.	09/21/22	80,000	(3)	3.93	238,037


	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised
	Options (#)		Options (#)	Option Exercise	Option Expiration
Name	Exercisable		Unexercisable	Price ($)	Date
Gregory A. Demopulos, M.D.	350,000	(1)	—	9.37	09/25/23
	25,000	(1)	—	11.19	10/02/23
	450,000	(2)	—	11.58	10/29/24
	400,000	(3)	—	10.27	02/19/26
	400,000	(4)	—	10.56	12/05/26
	375,000	(5)	—	11.55	02/26/27
	350,000	(6)	—	13.58	04/08/28
	407,285	(7)	17,715	13.45	02/08/29
	309,370	(8)	140,630	11.91	03/01/30
	229,167	(9)	320,833	14.99	07/02/31
	108,333	(10)	541,667	3.93	09/21/32
Michael A. Jacobsen	19,188	(1)	—	9.37	09/25/23
	100,000	(2)	—	11.58	10/29/24
	65,000	(3)	—	10.27	02/19/26
	85,000	(4)	—	10.56	12/05/26
	70,000	(5)	—	11.55	02/26/27
	60,000	(6)	—	13.58	04/08/28
	63,644	(7)	1,356	13.45	02/08/29
	49,582	(8)	20,418	11.91	03/01/30
	32,812	(9)	42,188	14.99	07/02/31
	15,938	(10)	69,062	3.93	09/21/32
Peter B. Cancelmo, J.D.	20,000	(11)	—	11.85	01/02/29
	17,916	(12)	2,084	16.63	06/10/29
	35,416	(8)	14,584	11.91	03/01/30
	11,249	(13)	8,751	10.22	10/26/30
	32,812	(9)	42,188	14.99	07/02/31
	15,000	(10)	65,000	3.93	09/21/32


		Weighted-		Number of Securities
		Average		Remaining Available
	Number of Securities	Exercise Price		for
	to be	of		Future Issuance
	Issued Upon Exercise	Outstanding		Under
	of	Options,		Equity
	Outstanding Options,	Warrants and		Compensation
	Warrants and Rights	Rights		Plans
Equity compensation plans approved by security holders:
2017 Omnibus Incentive Compensation Plan (1)	8,909,710	$	7.61	4,967,281
2008 Equity Incentive Plan (2)	5,062,013	$	11.05	—
Total	13,971,723	$	11.02	4,967,281


		Number of
		Shares	Percent of Class
	Exercisable	Beneficially	Beneficially
Name and Address of Beneficial Owner	Stock Options(1)	Owned(2)	Owned
5% Security Holders:

SEC Form 10-K/A filed by Omeros Corporation (Amendment)