OPTINOSE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-05-21: Form 8-K; Period of report 2025-05-21; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2025-05-16: Form 8-K; Period of report 2025-05-16; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2025-03-26: Form 8-K; Period of report 2025-03-26; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2025-03-20: Form 8-K; Period of report 2025-03-19; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-05-21 | 8-K | 2025-05-21 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 As previously reported, the Company entered into that certain Amended and Restated Note Purchase Agreement, dated as of November 21, 2022 (as amended by the First Amendment and Waiver to Note Purchase Agreement, dated as of March 5, 2024, the Second Amendment to Note Purchase Agreement, dated as of March 8, 2024, and the Third Amendment to Note Purchase Agreement, dated as of May 8, 2024, the “A&R Note Purchase Agreement”), by and among the Company, OptiNose US, Inc., OptiNose AS, BioPharma Credit PLC, BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP. 2.01 On the Closing Date, pursuant to and in accordance with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. 3.01 In connection with the consummation of the Merger, on May 21, 2025, the Company notified the NASDAQ Stock Market LLC (“Nasdaq”) that the Merger had occurred and requested that Nasdaq (a) suspend trading of the Company common stock and (b) file with the SEC an application on Form 25 to delist and deregister the Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 As a result of the Merger, each share of Company common stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. 5.01 As a result of the consummation of the Merger, a change of control of the Company occurred on the Closing Date and the Company became a wholly owned subsidiary of Parent. 5.02 The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 5.02. 5.03 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. 8.01 On May 21, 2025, Parent issued a press release announcing the closing of the Merger. | tm2515652d1_8k.htm |
| 2025-05-16 | 8-K | 2025-05-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 16, 2025, OptiNose, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). | tm2515108d1_8k.htm |
| 2025-03-26 | 8-K | 2025-03-26 | 2.02 Results of Operations and Financial Condition | 2.02 On March 26, 2025, OptiNose, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. | optn-20250326.htm |
| 2025-03-20 | 8-K | 2025-03-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | optn-20250319.htm |
| 2025-03-20 | 8-K | 2025-03-19 | 8.01 Other Events | 8.01 On March 19, 2025, OptiNose, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Paratek Pharmaceuticals, Inc., a Delaware corporation (“Paratek”) and Orca Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Paratek (“Merger Sub”). | optn-20250319.htm |
| 2025-01-15 | 8-K | 2025-01-15 | 2.02 Results of Operations and Financial Condition | 2.02 On January 15, 2025, OptiNose, Inc. (the "Company") issued a press release to announce preliminary unaudited XHANCE net revenue of $22.4 million for the three months ended December 31, 2024. | optn-20250115.htm |