{"schema_version":"secwatch.filing_event.v1","accession":"0001494650-24-000061","form_type":"8-K","ticker":null,"cik":"0001494650","company_name":"OptiNose, Inc.","filed_at":"2024-05-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:18.654177+00:00","generated_at":"2026-06-02T05:34:02.892075+00:00","sec_items":["1.01","2.02","3.03","8.01","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"OptiNose raises $55M in registered direct offering; posts preliminary Q1 2024 revenue of $14.9M","bullets":["Raises ~$55M via 31.8M shares at $1.00 and 23.7M pre-funded warrants at $0.999; led by Nantahala Capital and D.E. Shaw.","Preliminary Q1 2024: net XHANCE revenue ~$14.9M, op ex ~$21.7M, net loss ~$14.1M, cash $51.6M.","FY2024 guidance: XHANCE net revenue $85-95M, avg net revenue per Rx >$230 (prior >$220), total GAAP op ex $95-101M.","Debt amendment: waives going concern qualification for FY2024; reduces minimum cash to $20M after Sep 2025; issues 4.68M shares to Pharmakon for fees.","Exercise price of Nov 2022 warrants reduced from $2.565 to $1.00; Pharmakon warrants to $1.00, extended to Nov 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001494650-24-000061","json":"https://secwatch.observer/filing/0001494650-24-000061.json","markdown":"https://secwatch.observer/filing/0001494650-24-000061.md","text":"https://secwatch.observer/filing/0001494650-24-000061.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1494650/000149465024000061/0001494650-24-000061-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1494650/000149465024000061/optn-20240508.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T05:34:02.892075+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":"046a4ac90d939921e40f9fd9663624540937e4cf","claim":"OptiNose, Inc. reported three-month period ended March 31, 2024 results: revenue approximately $14.9 million in net revenue from sales of XHANCE, net income a net loss of approximately $14.1 million.","evidence_excerpt":"For the three-month period ended March 31, 2024, the Company expects to report: • approximately $14.9 million in net revenue from sales of XHANCE; • approximately $21.7 of operating expenses, consisting of approximately $1.2 million of research and development expenses and approximately $20.5 million of selling, general and administrative expenses; • a loss from operations of approximately $8.1 million; and • a net loss of approximately $14.1 million.","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1494650/000149465024000061/0001494650-24-000061-index.htm","confidence":0.9,"family_label":"Earnings Releases","details":[{"label":"Period","value":"three-month period ended March 31, 2024"},{"label":"Revenue","value":"approximately $14.9 million in net revenue from sales of XHANCE"},{"label":"Net income","value":"a net loss of approximately $14.1 million"},{"label":"Result","value":"preliminary results"}],"fact_type":"earnings_release"},{"claim_id":"58af4ec94b46a7830cab243769c9f9a2bc097bb3","claim":"OptiNose, Inc. entered into Securities Purchase Agreement with purchasers named therein valued at aggregate gross proceeds expected to be approximately $55 million (effective 2024-05-08).","evidence_excerpt":"On May 8, 2024, OptiNose, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreement”) pursuant to which it agreed to issue and sell to the purchasers named therein an aggregate of (i) 31,800,000 shares (the “Shares”) of the Company’s common stock (“Common Stock”) at a purchase price of $1.00 per Share and (ii) in lieu of shares of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 23,700,000 shares of Common Stock (the “Pre-Funded Warrant Shares” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) at a price of $0.999 per Pre-Funded Warrant, which represents the per share price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant (the foregoing collectively referred to as the “Registered Direct Offering”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1494650/000149465024000061/0001494650-24-000061-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"purchasers named therein"},{"label":"Value","value":"aggregate gross proceeds expected to be approximately $55 million"},{"label":"Effective","value":"2024-05-08"}],"fact_type":"material_agreement"},{"claim_id":"a113eb7efcbff99893479b9b53de4ecfa6c08350","claim":"OptiNose, Inc. entered into Third Amendment to Amended and Restated Note Purchase Agreement with BioPharma Credit PLC, as collateral agent, and the purchasers party thereto valued at waiver of going concern qualification, reduction of minimum cash from $30M to $20M, issuance of 4,68 (effective 2024-05-08).","evidence_excerpt":"On May 8, 2024, the Company entered into a Third Amendment (the “Third Amendment”) to that certain Amended and Restated Note Purchase Agreement, dated November 21, 2022, and amended on March 5, 2024 and March 8, 2024, among the Company and its subsidiary, OptiNose US, Inc., BioPharma Credit PLC, as collateral agent, and the purchasers party thereto from time to time.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1494650/000149465024000061/0001494650-24-000061-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"BioPharma Credit PLC, as collateral agent, and the purchasers party thereto"},{"label":"Value","value":"waiver of going concern qualification, reduction of minimum cash from $30M to $20M, issuance of 4,68"},{"label":"Effective","value":"2024-05-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}