{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-051326","form_type":"8-K","ticker":null,"cik":"0001494650","company_name":"OptiNose, Inc.","filed_at":"2025-05-21T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.446590+00:00","generated_at":"2026-05-20T22:24:43.483695+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Paratek completes $330M acquisition of OptiNose; OptiNose stockholders receive $9/share cash plus CVRs","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-051326","json":"https://secwatch.observer/filing/0001104659-25-051326.json","markdown":"https://secwatch.observer/filing/0001104659-25-051326.md","text":"https://secwatch.observer/filing/0001104659-25-051326.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/0001104659-25-051326-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/tm2515652d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-20T22:24:43.483695+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"78c0109733885ac695ff270ca1f24e29cf11f575","claim":"OptiNose, Inc.: Bylaws amended and restated in connection with merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/0001104659-25-051326-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"80576776a8516e5ff2785f9eafeb5a034740b7fe","claim":"OptiNose, Inc.: Certificate of incorporation amended and restated in connection with merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/0001104659-25-051326-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"81bf5c9c6150989ed3fc2c974383f21f6c58d331","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/0001104659-25-051326-index.htm","confidence":1.0,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Paratek Pharmaceuticals, Inc."},{"label":"Consideration","value":"approximately $330 million, including the assumption of debt and assuming full payment of the contingent value rights (CVRs), and Optinose shareholders were pai"},{"label":"Closing","value":"2025-05-21"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}