OptiNose, Inc.: M&A transaction — Paratek completes $330M acquisition of OptiNose; OptiNose stockholders receive $9/share cash plus CVRs

OptiNose, Inc.

All outstanding OptiNose shares converted into $9 cash and one CVR per share (up to $5 additional).
CVRs pay $1/share if XHANCE net sales ≥$150M in any calendar year by Dec 31, 2028; $4/share if ≥$225M by Dec 31, 2029.
OptiNose common stock to be delisted from Nasdaq; trading halted pre-open on May 21, 2025.
Evan Loh becomes sole director and CEO of surviving OptiNose subsidiary; prior board and officers resigned.
Transaction financed by Paratek, B-FLEXION, Novo Holdings, and Oaktree debt financing.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

OptiNose, Inc.: Bylaws amended and restated in connection with merger.

Change: bylaw amendment

Exact text from the filing

At the Effective Time, the bylaws of the Company were amended and restated in the form set forth as Annex III to the Merger Agreement.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

OptiNose, Inc.: Certificate of incorporation amended and restated in connection with merger.

Change: charter amendment

Exact text from the filing

At the Effective Time, the certificate of incorporation of the Surviving Corporation was amended and restated in the form set forth as Annex II to the Merger Agreement.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 1.0

OptiNose, Inc. completed an acquisition involving Paratek Pharmaceuticals, Inc. for approximately $330 million, including the assumption of debt and assuming full payment of the contingent value rights (CVRs), and Optinose shareholders were pai (closed 2025-05-21).

Action: acquisition
Counterparty: Paratek Pharmaceuticals, Inc.
Consideration: approximately $330 million, including the assumption of debt and assuming full payment of the contingent value rights (CVRs), and Optinose shareholders were pai
Closing: 2025-05-21

Exact text from the filing

to expand our portfolio through future product acquisitions.” Under the terms of the merger agreement, Paratek acquired all outstanding shares of Optinose for approximately $330 million, including the assumption of debt and assuming full payment of the contingent value rights (CVRs), and Optinose shareholders were paid $9 per share in cash and received CVRs for

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0001104659-25-051326

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.