OMEROS CORP (OMER) SPO
|Company Name||OMEROS CORP|
|Company Address||201 ELLIOTT AVENUE WEST
SEATTLE, WA 98119
|CEO||Gregory A. Demopulos|
|Employees (as of 2/29/2012)||70|
|State of Inc||WA|
|Fiscal Year End||12/31|
|Exchange||Nasdaq National Market|
|Shares Over Alloted||0|
|Shareholder Shares Offered||--|
|Lockup Period (days)||180|
|Quiet Period Expiration||8/7/2012|
We estimate that the net proceeds from the sale of 2,926,830 shares of common stock that we are offering will be approximately $28.1 million, or approximately $32.3 million if the underwriters exercise in full their option to purchase additional shares of common stock to cover overallotments, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including expenses related to the clinical development of OMS302 and OMS103HP, as well as for research and development expenses, such as funding preclinical studies and clinical trials, capital expenditures, working capital and otherwise advancing our product candidates towards commercialization. The amounts and timing of these expenditures will depend on a number of factors, such as the timing and progress of our research and development efforts, any partnering efforts, technological advances and the competitive environment for our product candidates. Our management will have broad discretion in the application of the net proceeds of this offering. Pending application of the net proceeds of this offering as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments.
If our competitors market products that are less expensive, safer or more effective than our future products developed from our product candidates, that reach the market before our product candidates, or that otherwise negatively affect the market, we may not achieve commercial success. For example, we are developing PDE10 inhibitors to identify a product candidate for use in the treatment of schizophrenia and other diseases that affect cognition. Other pharmaceutical companies, many with significantly greater resources than we have, are also developing PDE10 inhibitors for the treatment of schizophrenia and other diseases that affect cognition and these companies may be further along in development. Pfizer Inc. recently announced that its PDE10 inhibitor product candidate failed to demonstrate efficacy in a Phase 2 clinical trial evaluating the compound in acute exacerbation of schizophrenia. This and other potential clinical trial failures of PDE10 inhibitor product candidates may negatively reflect on the ability of our PDE10 inhibitor product candidates under development to demonstrate safety and efficacy. In addition, we believe that other companies are attempting to find compounds that functionally interact with orphan GPCRs. If any of these companies are able to achieve this for a given orphan GPCR before we do, we may be unable to establish a commercially valuable intellectual property position around that orphan GPCR. Further, the failure of any future products developed from our product candidates to effectively compete with products marketed by our competitors would impair our ability to generate revenue, which would have a material adverse effect on our future business, financial condition and results of operations. We expect to compete with other biopharmaceutical and biotechnology companies, and our competitors may: • develop and market products that are less expensive or more effective than any future products developed from our product candidates; • commercialize competing products before we can launch any products developed from our product candidates; • operate larger research and development programs, possess commercial-scale manufacturing operations or have substantially greater financial resources than we do; • initiate or withstand substantial price competition more successfully than we can; • have greater success in recruiting skilled technical and scientific workers from the limited pool of available talent; • more effectively negotiate third-party licenses and strategic relationships; and • take advantage of acquisition or other opportunities more readily than we can. We expect to compete for market share against large pharmaceutical and biotechnology companies, smaller companies that are collaborating with larger pharmaceutical companies, new companies, academic institutions, government agencies and other public and private research organizations. In addition, the pharmaceutical and biotechnology industry is characterized by rapid technological change. Because our research approach integrates many technologies, it may be difficult for us to remain current with rapid changes in each technology. If we fail to stay at the forefront of technological change, we may be unable to compete effectively. Our competitors may render our technologies obsolete by advances in existing technological approaches or the development of new or different approaches, potentially eliminating the advantages in our product discovery process that we believe we derive from our research approach and proprietary technologies and programs. In addition, physicians may continue with their respective current treatment practices, including the use of current preoperative and postoperative treatments, rather than adopt our PharmacoSurgery product candidates.
We are a clinical-stage biopharmaceutical company committed to discovering, developing and commercializing products targeting inflammation, coagulopathies and disorders of the central nervous system. Our most clinically advanced product candidates are derived from our proprietary PharmacoSurgery
TM platform and are designed to improve clinical outcomes of patients undergoing ophthalmological, arthroscopic, urological and other surgical and medical procedures. Our PharmacoSurgery platform is based on low-dose combinations of therapeutic agents delivered directly to the surgical site throughout the duration of the procedure to preemptively inhibit inflammation and other problems caused by surgical trauma and to provide clinical benefits both during and after surgery. Our co-lead PharmacoSurgery product candidates are OMS302 and OMS103HP, which are designed for use during cataract and other lens replacement surgery and arthroscopic partial meniscectomy, respectively. We are currently conducting Phase 3 clinical trials on both OMS302 and OMS103HP. We also have two other programs in clinical development, OMS201 for use during urological procedures and OMS403 for the treatment and prevention of addiction to substances of abuse. In addition, we have a diverse pipeline of preclinical programs as well as a platform capable of unlocking new drug targets. For each of our product candidates and programs, we have retained all manufacturing, marketing and distribution rights. -------- We were incorporated as a Washington corporation on June 16, 1994. Our principal executive offices are located at 1420 Fifth Avenue, Suite 2600, Seattle, Washington 98101, and our telephone number is (206) 676-5000. Our web site address is www.omeros.com.
|Auditor||Ernst & Young LLP|
|Company Counsel||Marcia S. Kelbon, Alex F. Sutter, and Covington & Burling LLP|
|Lead Underwriter||Cowen and Company, LLC|
|Lead Underwriter||Deutsche Bank Securities Inc|
|Lead Underwriter||Deutsche Bank Securities Inc.|
|Transfer Agent||Computershare Shareowner Services LLC|
|Underwriter||Canaccord Genuity Inc|
|Underwriter||Wedbush Securities Inc|
|Underwriter Counsel||Mintz, Levin, Cohn, Ferris, Glovksy and Popeo, P.C|
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