---
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"
generated_at: "2026-05-20T22:24:43.483695+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Paratek completes $330M acquisition of OptiNose; OptiNose stockholders receive $9/share cash plus CVRs

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-25-051326
- form_type: 8-K
- cik: 0001494650
- company_name: OptiNose, Inc.
- filed_at: 2025-05-21T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-051326
- JSON: https://secwatch.observer/filing/0001104659-25-051326.json
- Plain text: https://secwatch.observer/filing/0001104659-25-051326.txt

## Key facts
- Governance Changes
  OptiNose, Inc.: Bylaws amended and restated in connection with merger.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/0001104659-25-051326-index.htm
- Governance Changes
  OptiNose, Inc.: Certificate of incorporation amended and restated in connection with merger.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/0001104659-25-051326-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1494650/000110465925051326/0001104659-25-051326-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.