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Note 11 - Shareholders' Deficit
 6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Equity [Text Block]

Note 11—Shareholders’ Deficit 

 

Common Stock

 

At-the-Market Sales Agreement - We have a sales agreement to sell shares of our common stock having an aggregate offering price of up to $150.0 million, from time to time, through an ATM equity offering program. During the six months ended June 30, 2025, we sold1.4 million shares of common stock pursuant to our ATM program, generating net proceeds of $6.4 million at an average price per share of $4.55. Subsequent to June 30, 2025, we sold 0.7 million shares of common stock, generating net proceeds of $2.1 million at an average price per share of $3.14.

 

Share Repurchase Program - On November 9, 2023, the Board of Directors approved a share repurchase program under which we were permitted to repurchase from time to time up to $50.0 million of our common stock in the open market or through privately negotiated transactions. During the six months ended June 30, 2024, we repurchased and retired 3.2 million shares of common stock for an average price per share of $3.71 at an aggregate cost of $11.9 million. The terms of the Credit Agreement prohibit us from repurchasing our common stock unless expressly agreed to by the Lenders. Consequently, the Board of Directors terminated the share repurchase program effective upon the execution of the Credit Agreement.

 

Equitization Transaction - On May 12, 2025, we entered into the Note Conversion Agreements with two affiliated holders of the 2026 Notes to convert $10.0 million aggregate principal amount of 2026 Notes into shares of our common stock to be delivered in three approximately equal tranches. As of June 30, 2025, we delivered 539,320 shares of the first tranche under this agreement and recorded a $7.6 million share-settled liability in our condensed consolidated balance sheet representing the remaining liability owed to the two affiliate holders. (For further details, see “Note 6 – Debt”). 

 

Share issuances subsequent to June 30, 2025 through August 14, 2025 are shown below:

 

     

Number of Shares

  

Tranche 1

          

Final settlement

 July 15, 2025     528,197  

Tranche 2

          

Initial settlement

 July 11, 2025     539,320  

Final settlement

 August 11, 2025     389,556  

Tranche 3

          

Initial settlement

 August 11, 2025     539,482  
        1,996,555  

 

With respect to final settlement of Tranche 3, we will issue a number of shares to be determined based on the 20-day VWAP applicable at the final settlement date (subject to a floor conversion price of $2.50), less the initial settled shares listed above. The Note Conversion Agreements provide that the final settlement with respect to Tranche 3 will occur no later than September 15, 2025. (For further details refer to “Note 6 – Debt”).

 

Registered Direct Offering - On July 28, 2025, we issued and sold to Polar 5,365,853 shares of our common stock at a price of $4.10 per share, representing a 14% premium to the closing OMER stock price on the day of pricing, in a registered direct offering. We received approximately $20.6 million in cash proceeds net of offering expenses.