Notes Payable and Lease Financing Obligations | Notes Payable and Lease Financing Obligations Notes payable and lease financing obligations consist of the following: December 31, 2016 2015 (In thousands) Notes payable $ 80,516 $ 50,000 Lender facility fee payable upon maturity 4,025 3,750 Lease financing obligations 522 279 Notes payable, facility fee and lease financing obligations 85,063 54,029 Unamortized debt discount (3,958 ) (3,750 ) Unamortized debt issuance costs (1,395 ) (437 ) Current portion of lease financing obligations (198 ) (73 ) Notes payable and lease financing obligations, net $ 79,512 $ 49,769 2014 Oxford/MidCap Loan Agreement In March 2014, we entered into a Loan and Security Agreement (the Oxford/MidCap Loan Agreement) with Oxford and MidCap Financial SBIC, LP (MidCap) pursuant to which we borrowed $32.0 million . We used $19.1 million of the loan proceeds to repay all of the amounts owed by us under our previously outstanding loan agreement and, after deducting loan initiation costs, we received $12.7 million in net proceeds. The Oxford/MidCap Loan Agreement provided for interest-only payments at an annual rate of 9.25% through March 1, 2015 with principal and interest payments of $1.0 million commencing April 1, 2015 through its maturity date of March 1, 2018. In addition, the Oxford/MidCap Loan Agreement required a $2.2 million loan maturity fee payment upon full repayment of the loan and a prepayment fee equal to 1.0% of the then-outstanding principal balance if we paid the loan prior to the maturity date. These costs were being amortized to interest expense using the effective interest method over the term of the Oxford/MidCap Loan Agreement. 2015 Oxford/EWB Loan Agreement In December 2015, we entered into a Loan and Security Agreement (the Oxford/EWB Loan Agreement) with Oxford and East West Bank (EWB) pursuant to which we borrowed $50.0 million . In addition, we could borrow an additional $20.0 million contingent upon the satisfaction of certain conditions including minimum net revenues from OMIDRIA. We used $27.3 million of the loan proceeds to repay all of the amounts owed by us under the Oxford/Midcap Loan Agreement including the outstanding principal of $24.8 million , the loan maturity fee of $2.2 million and the prepayment fee of $248,000 . After deducting all loan initiation costs and outstanding interest on the Oxford/MidCap Loan Agreement, we received $22.3 million in net proceeds. We accounted for the termination of the Oxford/Midcap Loan Agreement as a debt extinguishment and, accordingly, incurred a loss of $1.3 million associated with the unamortized loan maturity fee and the prepayment fee. The Oxford/EWB Loan Agreement also required a $3.8 million loan maturity fee upon full repayment of the initial $50.0 million borrowed and $525,000 for each additional $10.0 million borrowed. We had the option to prepay the outstanding principal balance in its entirety at any time if we pay a prepayment equal to 1.0% of the then-outstanding principal balance. The Oxford/EWB Loan Agreement contained covenants that required us to, among other provisions, maintain $10.0 million in restricted cash and certain eligible term investments, and to establish an at-the-market (ATM) equity facility (see Note 9 for further discussion of the ATM equity facility). In May 2016 , we entered into the First Amendment to the Oxford/EWB Loan Agreement (the Amendment) whereby we accelerated the borrowing of the additional $20.0 million available to us under the Oxford/EWB Loan Agreement. After deducting all loan initiation costs, we received $19.9 million in net proceeds. The Amendment did not modify the interest rate or any terms or covenants of the Loan Agreement except to increase the final payment fee rate applicable to the additional $20.0 million borrowed from 5.25% to 6.25% reflecting the accelerated draw-down of the additional loan. In connection with the Amendment, we issued warrants to purchase an aggregate of 100,602 shares of Omeros common stock (the Warrants) to Oxford and EWB at the then current market price of $9.94 per share. We accounted for the Warrants as a discount to our notes payable (see Note 9 for further discussion of the Warrants). We accounted for the Amendment as a debt modification and, accordingly, the unamortized discount and debt issuance costs associated with the Loan Agreement were being amortized to interest expense using the effective interest method over the remaining term of the Loan Agreement. 2016 CRG Loan Agreement In October 2016 , we entered into the CRG Loan Agreement with CRG Servicing LLC, which requires interest-only payments through December 31, 2020 and, subject to the achievement of certain milestones, potentially through the maturity date of September 30, 2022 . We initially borrowed $80.0 million and may borrow up to an additional $45.0 million in two tranches of $25.0 million and $20.0 million , respectively, contingent upon achievement of certain conditions on or before June 30, 2017 and December 31, 2017 , respectively. To borrow the $25.0 million under the first tranche, we must achieve OMIDRIA net product sales of at least $18.0 million during any consecutive three month period or an average market capitalization of at least $700.0 million for any consecutive three month period, in each case ending on or prior to June 30, 2017 , and the borrowing must occur on or prior to September 19, 2017 . To borrow the $20.0 million under the second tranche, we must achieve OMIDRIA net product sales of at least $25.0 million during any consecutive three month period or an average market capitalization of at least $1.0 billion for any consecutive three month period, in each case ending on or prior to December 31, 2017 , and the borrowing must occur on or prior to March 21, 2018 . We used $75.7 million of the initial loan proceeds to repay all amounts owed by us under our then-outstanding Oxford/EWB Loan Agreement including the outstanding principal of $70.0 million , the loan maturity fee of $5.0 million and the prepayment fee of $700,000 . After deducting the loan initiation costs and related fees on the CRG Loan Agreement, we received $3.0 million in net proceeds. We accounted for the termination of the Oxford/EWB Loan Agreement as a debt extinguishment and, accordingly, incurred a loss of 5.6 million associated with the unamortized loan maturity fee, loan initiation costs and the prepayment fee. The CRG Loan Agreement accrues interest at an annual rate of 12.25% ( 4.00% of which can be deferred at our option during the interest-only period by adding such amount to the aggregate principal amount) and is interest only for a minimum of four years and, subject to the achievement of certain milestones, potentially through the maturity date. If an OMIDRIA net revenue milestone is satisfied during the 12-month period ending on December 31, 2019 , the interest rate may be reduced to 11.50% , 3.50% of which may be deferred at our option and added to the principal amount outstanding. In addition, if either the OMIDRIA net revenue milestone is satisfied during such period or a market capitalization milestone is achieved during the fourth quarter of 2020 , the loan would convert to interest-only until the September 30, 2022 maturity. The CRG Loan Agreement requires us to maintain cash and cash equivalents of $5.0 million during the term of the agreement which is recorded as restricted cash and investments in our Consolidated Balance Sheet. We are also required to pay the Lenders a facility fee equal to 5.00% of the aggregate principal amount borrowed (including principal additions related to deferred interest) on repayment of the CRG Loan Agreement. The $4.0 million related to the facility fee is being accreted to notes payable using the effective interest method over the term of the loan agreement. We may prepay all or a portion of the outstanding principal under the CRG Loan Agreement at any time upon prior notice to the Lenders subject to a prepayment fee through September 30, 2019 , with no prepayment fee thereafter. In certain circumstances, including a change of control and certain asset sales or licensing transactions, we are required to prepay all or a portion of the loan, including the applicable prepayment premium of on the amount of the outstanding principal to be prepaid. The CRG Loan Agreement also requires us to achieve either (a) certain minimum net revenue amounts through the end of 2021 , which are $35.0 million , $55.0 million and $65.0 million for the 2016 , 2017 and 2018 calendar years, respectively, or (b) a minimum market capitalization threshold equal to the product of 6.4 multiplied by the aggregate principal amount of loans outstanding under the CRG Loan Agreement determined as of the fifth business day following announcement of earnings results for the applicable year. If we are unable to satisfy the minimum annual revenue requirement or the market capitalization threshold for any given year, we may avoid a related default by repaying the shortfall between actual revenues and the minimum revenue requirement for such year using proceeds generated by an equity or subordinated debt issuance. We exceeded the OMIDRIA minimum revenue requirement for 2016. The CRG Loan Agreement also includes customary events of default that include, among other things, non-payment, inaccuracy of representations and warranties, covenant breaches, cross default to material indebtedness or material agreements, bankruptcy and insolvency, material judgments and a change of control. An event of default under the CRG Loan Agreement also includes the occurrence of any material adverse effect upon our business, condition (financial or otherwise), operations, performance or property taken as a whole. If there is an event of default under the CRG Loan Agreement, the lenders may have the right to accelerate all of our repayment obligations under the CRG Loan Agreement and to take control of our pledged assets, which include substantially all of our assets including our intellectual property. Under certain circumstances, a default interest rate of an additional 4.00% per annum will apply on all outstanding obligations during the existence of an event of default under the Loan Agreement. On December 31, 2016 , as allowed under the CRG Loan Agreement, we deferred $516,000 of interest due on December 31, 2016 by increasing the principal amount outstanding. As of December 31, 2016 , we were not in default under the CRG Loan Agreement. Lease Financing Obligations We have capital leases for certain lab and office equipment which have lease terms expiring between October 2017 and December 2021 . Equipment costs related to these capital leases of $774,000 and $367,000 is included in our property and equipment as of December 31, 2016 and December 31, 2015 , respectively and the accumulated depreciation on this equipment was $230,000 and $98,000 , respectively. The remaining principal payments under these capital leases totaled $522,000 and $281,000 as of December 31, 2016 and 2015 , respectively. Future Principal Payments Future principal payments as of December 31, 2016 under the CRG Loan Agreement and our capital equipment financing leases, based on stated contractual maturities, are as follows: Year Ending December 31, Notes Payable Lease Financing Obligations Total (In thousands) 2017 $ — $ 198 $ 198 2018 — 199 199 2019 — 89 89 2020 — 31 31 2021 46,009 5 46,014 Thereafter 34,507 — 34,507 Total future principal payments $ 80,516 $ 522 $ 81,038 The principal payments reflected in the table above exclude the $4.0 million lender’s facility fee due on repayment of the CRG Loan Agreement. |