SEC Info - Omeros Corp - ‘10-K’ for 12/31/14

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Omeros Corp – ‘10-K’ for 12/31/14 – ‘EX-99.1’

On: Monday, 3/16/15, at 4:07pm ET · For: 12/31/14 · Accession #: 1285819-15-3 · File #: 1-34475

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/16/15  Omeros Corp                       10-K       12/31/14   78:8.9M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    884K 
 2: EX-10.24    Exhibit 10.24 Leicester 8th and 9th Amendments      HTML     38K 
 3: EX-10.40    Exhibit 10.40 First Amendment to Lsa                HTML     38K 
 4: EX-10.45    Exhibit 10.45 Inventiv Second Amendment             HTML     34K 
 5: EX-10.46    Exhibit 10.46 Hospira Commercial Supply             HTML    204K 
 7: EX-23.1     Exhibit 23.1 Consent                                HTML     26K 
12: EX-99.1     Exhibit 99.1 Description of Capital Stock           HTML     40K 
 6: EX-12.1     Exhibit 12.1 Ratio of Earnings to Fixed Charges     HTML     41K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
56: R1          Document and Entity Information                     HTML     53K 
46: R2          Consolidated Balance Sheets                         HTML    113K 
54: R3          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
58: R4          Consolidated Statements of Operations and           HTML     69K 
                Comprehensive Loss                                               
73: R5          Consolidated Statements of Shareholders' Equity     HTML     87K 
                (Deficit)                                                        
48: R6          Consolidated Statements of Cash Flows               HTML    125K 
53: R7          Organization and Significant Accounting Policies    HTML     51K 
41: R8          Net Loss Per Share                                  HTML     36K 
32: R9          Cash, Cash Equivalents and Investments              HTML     25K 
74: R10         Fair-Value Measurements                             HTML     64K 
60: R11         Certain Balance Sheet Accounts                      HTML     59K 
59: R12         Notes Payable NotesPayable (Notes)                  HTML     47K 
64: R13         Revenue                                             HTML     41K 
65: R14         Commitments and Contingencies                       HTML     71K 
63: R15         Shareholders' Equity                                HTML     56K 
66: R16         Stock-Based Compensation                            HTML    114K 
55: R17         Income Taxes                                        HTML     60K 
57: R18         401 Retirement Plan                                 HTML     26K 
62: R19         Quarterly Information (Unaudited)                   HTML     66K 
78: R20         Organization and Significant Accounting Policies    HTML    108K 
                (Policies)                                                       
69: R21         Net Loss Per Share (Tables)                         HTML     33K 
50: R22         Fair-Value Measurements (Tables)                    HTML     58K 
61: R23         Certain Balance Sheet Accounts (Tables)             HTML     63K 
52: R24         Notes Payable (Tables)                              HTML     31K 
26: R25         Revenue (Tables)                                    HTML     37K 
70: R26         Commitments and Contingencies (Tables)              HTML     44K 
75: R27         Shareholders' Equity (Tables)                       HTML     42K 
36: R28         Stock-Based Compensation (Tables)                   HTML    113K 
35: R29         Income Taxes (Tables)                               HTML     53K 
39: R30         Quarterly Information (Unaudited) (Tables)          HTML     63K 
40: R31         Organization and Significant Accounting Policies -  HTML     86K 
                Additional Information (Detail)                                  
43: R32         Net Loss Per Share - Calculation of Historical      HTML     36K 
                Outstanding Dilutive Securities Not Included in                  
                Diluted Loss Per Share (Detail)                                  
25: R33         Fair-Value Measurements - Financial Assets and      HTML     61K 
                Liabilities Measured at Fair Value on Recurring                  
                Basis (Detail)                                                   
67: R34         Fair-Value Measurements - Narrative (Detail)        HTML     28K 
49: R35         Certain Balance Sheet Accounts - Grant and Other    HTML     31K 
                Receivables (Detail)                                             
51: R36         Certain Balance Sheet Accounts - Property and       HTML     46K 
                Equipment (Detail)                                               
29: R37         Certain Balance Sheet Accounts - Additional         HTML     25K 
                Information (Detail)                                             
77: R38         Certain Balance Sheet Accounts - Accrued Expenses   HTML     42K 
                (Detail)                                                         
19: R39         Notes Payable - Additional Information (Detail)     HTML     99K 
44: R40         Notes Payable - Future Minimum Payment Related      HTML     38K 
                Lease (Detail)                                                   
72: R41         Revenue - Summary of Revenue Recognized (Details)   HTML     46K 
28: R42         Revenue - Additional Information (Details)          HTML     48K 
34: R43         Commitments and Contingencies - Additional          HTML    116K 
                Information (Detail)                                             
38: R44         Commitments and Contingencies - Future Minimum      HTML     80K 
                Payment Related Lease (Detail)                                   
47: R45         Shareholders' Equity - Additional Information       HTML    141K 
                (Detail)                                                         
24: R46         Shareholders' Equity - Reserved Share of Common     HTML     32K 
                Stock (Detail)                                                   
31: R47         Stock-Based Compensation - Additional Information   HTML     62K 
                (Detail)                                                         
21: R48         Stock-Based Compensation - Fair Value of Employee   HTML     43K 
                Option Grant Estimated on Date of Grant (Detail)                 
71: R49         Stock-Based Compensation - Stock-Based              HTML     36K 
                Compensation Expense (Detail)                                    
27: R50         Stock-Based Compensation - Summary of Stock Option  HTML     81K 
                Activity and Related Information (Detail)                        
68: R51         Stock-Based Compensation - Stock Option             HTML     85K 
                Outstanding and Exercisable (Detail)                             
30: R52         Income Taxes - Significant Components of Deferred   HTML     51K 
                Tax Assets (Detail)                                              
45: R53         Income Taxes - Additional Information (Detail)      HTML     50K 
20: R54         Income Taxes - Reconciliation of Federal Statutory  HTML     46K 
                Tax Rate (Detail)                                                
23: R55         Quarterly Information (Unaudited) - Quarterly       HTML     50K 
                Unaudited Statements of Operations (Detail)                      
37: R56         Quarterly Information (Unaudited) - Additional      HTML     24K 
                Information (Detail)                                             
76: XML         IDEA XML File -- Filing Summary                      XML    116K 
22: EXCEL       IDEA Workbook of Financial Reports                  XLSX    157K 
33: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.03M 
13: EX-101.INS  XBRL Instance -- omer-20141231                       XML   1.53M 
15: EX-101.CAL  XBRL Calculations -- omer-20141231_cal               XML    199K 
16: EX-101.DEF  XBRL Definitions -- omer-20141231_def                XML    577K 
17: EX-101.LAB  XBRL Labels -- omer-20141231_lab                     XML   1.43M 
18: EX-101.PRE  XBRL Presentations -- omer-20141231_pre              XML    817K 
14: EX-101.SCH  XBRL Schema -- omer-20141231                         XSD    156K 
42: ZIP         XBRL Zipped Folder -- 0001285819-15-000003-xbrl      Zip    192K

‘EX-99.1’ — Exhibit 99.1 Description of Capital Stock

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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OMER-EX99.1 _Description of Capital Stock

Exhibit 99.1

DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the rights of our common stock and preferred stock and related provisions of our articles of incorporation and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which are filed as exhibits 3.1 and 3.2, respectively, to our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2010.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters to be voted on by the shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefor. If we liquidate, dissolve or wind up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive, conversion or subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and nonassessable.

Preferred Stock

Under the terms of our articles of incorporation, our board of directors is authorized to issue shares of preferred stock in one or more series without shareholder approval. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the articles of amendment to the articles of incorporation relating to that series. Our board of directors has the discretion to fix the number of shares of any such series and the designation thereof and to fix and amend the powers, preferences and rights, and the qualifications, limitations or restrictions granted to or imposed upon any wholly unissued series of preferred stock, including the voting rights, dividend rights, dividend rate, conversion rights, rights and terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences of any such series. Our board of directors has authority to decrease the number of shares of any series of preferred stock that is outstanding, but not below the number of shares of any such series then outstanding. In addition, any such reduction is subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the articles of incorporation or the board resolution originally fixing the number of shares of such series.

The issuance of preferred stock will affect, and may adversely affect, the rights of holders of common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the specific rights, preferences and privileges attached to that series of preferred stock. The effects of issuing preferred stock could include one or more of the following:


•	restricting dividends on the common stock;


•	diluting the voting power of the common stock;


•	impairing the liquidation rights of the common stock; or


•	delaying or preventing changes in control or management of the company.

Warrants

As of December 31, 2014, we had warrants outstanding to purchase up to an aggregate of 551,435 shares of our common stock, as follows:


•	A warrant that we assumed in connection with our acquisition of nura, inc. on August 11, 2006 to purchase up to 11,539 shares of our common stock with an exercise price of $9.13 per share. This warrant will terminate upon the earlier of (a) April 26, 2015 and (b) certain acquisitions of us as described in the warrant.


•	Warrants issued on March 29, 2007 to purchase up to an aggregate of 139,897 shares of our common stock with an exercise price of $12.25 per share. Unless we extend the termination date of these warrants, they will terminate on the earlier of (a) March 29, 2015 and (b) a change of control as defined in the warrants.


•	Three warrants issued on October 21, 2010, each to purchase up to 133,333 shares of our common stock, with exercise prices of $20.00, $30.00 and $40.00 per share, respectively. These warrants will terminate on October 21, 2015.

In addition, on February 3, 2015 we issued pre-funded warrants to purchase up to 749,250 shares of our common stock at a

public offering price of $22.02 per pre-funded warrant share. The warrants have an exercise price of $0.01 per share and will terminate on February 3, 2022.

Anti-Takeover Effects of Washington Law and our Articles of Incorporation and Bylaws

Certain provisions of Washington law, our articles of incorporation and our bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Washington Anti-Takeover Statute

Chapter 23B.19 of the Washington Business Corporation Act, with limited exceptions, prohibits a “target corporation” from engaging in specified “significant business transactions” for a period of five years after the share acquisition by an “acquiring person”, unless (a) the significant business transaction or the acquiring person’s purchase of shares was approved by a majority of the members of the target corporation’s board of directors prior to the acquiring person’s share acquisition or (b) the significant business transaction was both approved by the majority of the members of the target corporation’s board and authorized at a shareholder meeting by at least two-thirds of the outstanding voting shares (excluding the acquiring person’s shares or shares over which the acquiring person has voting control) at or subsequent to the acquiring person’s share acquisition. An “acquiring person” is defined as a person or group of persons that beneficially owns 10% or more of the voting securities of the target corporation. “Significant business transactions” include, among other transactions:


•	mergers, share exchanges or consolidations with, dispositions of assets to, or issuances of stock to or redemptions of stock from, the acquiring person;


•	termination of 5% or more of the employees of the target corporation employed in Washington over a five-year period as a result of the acquiring person’s acquisition of 10% or more of the shares;


•	allowing the acquiring person to receive any disproportionate benefit as a shareholder; and


•	liquidating or dissolving the target corporation.

After the five-year period, “significant business transactions” are permitted, as long as they comply with the “fair price” provisions of the statute or are approved by a majority of the outstanding shares other than those of which the acquiring person has beneficial ownership. A corporation may not “opt out” of this statute. This statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.

Amendment of Bylaws

Our articles of incorporation and bylaws provide that shareholders can amend or repeal our bylaws only upon the affirmative vote of the holders of our voting stock.

Undesignated Preferred Stock

As discussed above, our board of directors has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to effect a change of control. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management.

Limits on Ability of Shareholders to Act by Written Consent or Call a Special Meeting

Washington law limits the ability of shareholders of public companies from acting by written consent by requiring unanimous written consent for a shareholder action to be effective. This limit on the ability of our shareholders to act by less than unanimous written consent may lengthen the amount of time required to take shareholder actions. As a result, a holder controlling a majority of our capital stock who is unable to obtain unanimous written consent from all of our shareholders would not be able to amend our bylaws or remove directors without holding a shareholders meeting.

In addition, our articles of incorporation provide that, unless otherwise required by law, special meetings of the shareholders may be called only by the chairman of the board, the chief executive officer, the president, or the board of directors acting pursuant to a resolution adopted by a majority of the board members. A shareholder may not call a special meeting, which may delay the ability of our shareholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Shareholder Nominations and Proposals

Our bylaws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. The bylaws do not give the board of directors the power to approve or disapprove shareholder nominations of candidates or proposals regarding business to be conducted at a special or annual meeting of the shareholders. However, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of the company.

Board Vacancies Filled Only by Directors Then in Office

Only our board of directors may determine the number of directors on our board and fix such number by resolution from time to time. Our articles of incorporation provide that vacancies and newly created seats on our board of directors may only be filled by the majority vote of the remaining members of our board of directors. The inability of our shareholders to determine the number of directors or to fill vacancies or newly created seats on our board of directors makes it more difficult to change the composition of our board of directors, but these provisions may promote a continuity of existing management.

Directors May be Removed Only for Cause

Our directors may be removed only for cause by the affirmative vote of the holders of our voting stock at a meeting of shareholders called for such purpose.

Board Classification

Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, with one class being elected each year by our shareholders. This system of electing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for shareholders to replace a majority of the directors.

No Cumulative Voting

Our articles of incorporation provide that shareholders are not entitled to cumulate votes in the election of directors.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	2/3/22
	10/21/15
	4/26/15
	3/29/15
Filed on:	3/16/15	8-K, S-8
	2/3/15
For Period end:	12/31/14	ARS
	10/21/10	8-K
	3/31/10	10-K, 10-Q, 4, 8-K
	3/29/07
	8/11/06
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/23  Omeros Corp.                      10-K/A     12/31/22   12:1.1M                                   Toppan Merrill Bridge/FA
 3/13/23  Omeros Corp.                      10-K       12/31/22   91:10M                                    Toppan Merrill Bridge/FA
 3/01/22  Omeros Corp.                      10-K       12/31/21   87:11M                                    Toppan Merrill Bridge/FA
 3/01/21  Omeros Corp.                      10-K       12/31/20   92:10M                                    Toppan Merrill Bridge/FA

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Filing Submission 0001285819-15-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)