M&A - OptiNose, Inc.

Form Type: 8-K

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925051326

Filing Summary: On May 21, 2025, OptiNose, Inc. completed its merger with Orca Merger Sub, Inc., a wholly owned subsidiary of Paratek Pharmaceuticals, Inc. The merger was executed as per the Agreement and Plan of Merger dated March 19, 2025, with OptiNose continuing as the surviving entity. Shareholders of OptiNose received $9.00 in cash per share and one contingent value right (CVR) which entitles them to additional cash payments if specific sales milestones for the product XHANCE are met between 2025 and 2029. Alongside the merger completion, OptiNose terminated its Note Purchase Agreement and notified NASDAQ to delist its common stock. The merger resulted in a complete change of control in OptiNose, and all current board members resigned, while Evan Loh assumed leadership as the sole director of the surviving company. Further terms of the merger included amendments to the company’s bylaws and certificate of incorporation, which took effect immediately upon closing.

Form Type: POS AM

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051353

Filing Summary: On May 21, 2025, OptiNose, Inc. completed a merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc., whereby Merger Sub merged into OptiNose, which will now operate as a wholly owned subsidiary of Paratek. Following this merger, OptiNose has deregistered all unsold securities under its previous Form S-1 registration statements, effectively terminating all offerings of securities. This filing includes amendments to multiple registration statements, with the aim of removing from registration any securities that had not been sold as of the merger date.

Form Type: POS AM

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925051354

Filing Summary: On May 21, 2025, OptiNose, Inc. filed a Post-Effective Amendment to deregister all unsold securities under its previous registration statements on Form S-1 due to a merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. As part of this agreement, Orca Merger Sub merged with and into OptiNose, resulting in OptiNose becoming a wholly-owned subsidiary of Paratek. Consequently, the Registrant terminated all offerings of securities under the Registration Statements, which included one registration for the issuance of 575,000 shares of common stock and others totaling up to 100 million dollars in aggregate offering price for common stock.

Form Type: POS AM

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051355

Filing Summary: On May 21, 2025, OptiNose, Inc. completed a merger pursuant to the Agreement and Plan of Merger dated March 19, 2025, where Orca Merger Sub, Inc., a wholly owned subsidiary of Paratek Pharmaceuticals, Inc., merged with and into OptiNose, Inc. As a result, OptiNose, Inc. became a wholly owned subsidiary of Paratek. This merger has led to the deregistration of all unsold securities under multiple Form S-1 registration statements previously filed with the SEC. The document certifies that all securities that were registered but remain unsold at the termination of the offering are removed from registration, indicating a significant corporate transition and the conclusion of prior securities offerings.

Form Type: POS AM

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051356

Filing Summary: On May 21, 2025, OptiNose, Inc. (the Registrant) completed a merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc., resulting in the Registrant becoming a wholly owned subsidiary of Paratek. Following the merger, the Registrant has terminated all offerings of securities pursuant to its previously filed registration statements. The filing serves as a post-effective amendment to deregister all unsold securities under these registration statements, which included multiple issuances of common stock and an aggregate offering price of up to $100,000,000.

Form Type: POS AM

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051362

Filing Summary: On May 21, 2025, OptiNose, Inc. completed a merger with Paratek Pharmaceuticals, Inc., under an Agreement and Plan of Merger signed on March 19, 2025. Orca Merger Sub, Inc., a subsidiary of Paratek, merged with OptiNose, which will now operate as a wholly owned subsidiary of Paratek. This merger resulted in the termination of all offerings of securities under previously filed registration statements on Form S-3, which included common stock, preferred stock, debt securities, warrants, and units, with total proposed offering prices of up to $200 million. The filing serves to deregister these unsold securities under the previous registration statements filed with the SEC, thereby removing them from registration at the time of the merger.

Form Type: POS AM

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051364

Filing Summary: On May 21, 2025, OptiNose, Inc. filed a Post-Effective Amendment to deregister all unsold securities under multiple registration statements on Form S-3. This follows the completion of a merger with Paratek Pharmaceuticals, Inc., where Merger Sub merged with OptiNose, making OptiNose a wholly owned subsidiary of Paratek. The registration statements that are being terminated include registration for the issuance and sale of various securities including common stock, preferred stock, debt securities, and warrants. This action effectively removes any and all securities registered under the aforementioned statements that remain unsold as of this date.

Form Type: POS AM

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051366

Filing Summary: On May 21, 2025, OptiNose, Inc. executed a merger agreement whereby Merger Sub merged with and into OptiNose, resulting in OptiNose becoming a wholly owned subsidiary of Paratek Pharmaceuticals, Inc. This filing represents a post-effective amendment that deregisters all unsold securities under previous Form S-3 registration statements. The registration statements included provisions for the issuance and sale of common stock, preferred stock, debt securities, and warrants, with a maximum aggregate offering price of up to $200,000,000. The termination of these offerings indicates a significant corporate restructuring following the merger arrangement.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051369

Filing Summary: On May 21, 2025, OptiNose, Inc. completed a merger with Paratek Pharmaceuticals, Inc., as outlined in the Agreement and Plan of Merger dated March 19, 2025. Following this merger, OptiNose, Inc. has become a wholly owned subsidiary of Paratek and has terminated all offerings of securities under multiple previously filed registration statements on Form S-8. This filing serves as a Post-Effective Amendment to deregister all unsold securities remaining under these registration statements, ensuring compliance with the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051372

Filing Summary: On May 21, 2025, OptiNose, Inc. completed a merger with Paratek Pharmaceuticals, Inc. in accordance with the Agreement and Plan of Merger dated March 19, 2025. Following the merger, OptiNose, Inc. became a wholly owned subsidiary of Paratek. As a result of this merger, OptiNose terminated all offerings of securities under multiple S-8 registration statements and deregistered all unsold securities linked to those registrations.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051375

Filing Summary: On May 21, 2025, OptiNose, Inc. underwent a merger with Paratek Pharmaceuticals, Inc., through which a subsidiary of Paratek merged with OptiNose. Following the merger, OptiNose became a wholly owned subsidiary of Paratek. As a result of this merger, OptiNose has terminated all offerings of securities under previous registration statements filed with the SEC. These post-effective amendments serve to deactivate and deregister unsold securities, in accordance with the regulations governing such actions. The document confirms the termination of effectiveness of the Registration Statements, thereby removing from registration all securities that remained unsold as of the merger date.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051378

Filing Summary: On May 21, 2025, OptiNose, Inc. underwent a merger with Paratek Pharmaceuticals, Inc. following an Agreement and Plan of Merger dated March 19, 2025. As a result of this merger, Merger Sub, a subsidiary of Paratek, merged with and into OptiNose, with OptiNose continuing as a wholly owned subsidiary of Paratek. This filing serves as a Post-Effective Amendment that deregisters all unsold securities under several prior Form S-8 registration statements, confirming the termination of all securities offerings following the merger. The statements being deregistered include shares tied to stock incentive and employee stock purchase plans filed across multiple registrations dating back to 2017.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051379

Filing Summary: On May 21, 2025, OptiNose, Inc. filed a post-effective amendment to deregister all securities that remain unsold under multiple registration statements on Form S-8. This action follows a merger agreement with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc., where Merger Sub merged into OptiNose, making it a wholly owned subsidiary of Paratek. The document outlines the details of the merger and confirms the termination of all securities offerings pursuant to the Registration Statements, effective upon the merger's completion. The Registrant, now a subsidiary, certifies compliance with SEC regulations and states that it has reasonable grounds to file on Form S-8 due to the merger.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051382

Filing Summary: On May 21, 2025, OptiNose, Inc. completed a merger with Paratek Pharmaceuticals, Inc., with Orca Merger Sub, Inc., a wholly owned subsidiary of Paratek, merging with and into OptiNose. Post-merger, OptiNose became a wholly owned subsidiary of Paratek. Consequently, OptiNose has terminated all offerings of securities under its previously filed registration statements and is deregistering any unsold securities as of this date. This filing serves as a post-effective amendment to deregister these securities effectively.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051383

Filing Summary: On May 21, 2025, OptiNose, Inc. executed a merger agreement with Paratek Pharmaceuticals, Inc., resulting in OptiNose merging into Paratek's wholly owned subsidiary, Orca Merger Sub, Inc. Following the merger, OptiNose has been established as a wholly owned subsidiary of Paratek. Consequently, all offerings of securities under several previous S-8 registration statements have been terminated and securities registered but not sold have been deregistered. This amendment serves to officially terminate the effectiveness of those registration statements filed with the SEC and to remove any unsold securities from registration accordingly.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925051385

Filing Summary: On May 21, 2025, OptiNose, Inc. completed a merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc., as outlined in the Agreement and Plan of Merger dated March 19, 2025. Following the merger, OptiNose, Inc. became a wholly owned subsidiary of Paratek. As a result of this merger, OptiNose has deregistered all remaining unsold securities under various S-8 registration statements filed with the SEC. This document serves as a post-effective amendment to terminate the effectiveness of these registration statements and to formally remove from registration any unsold securities at the time of merger completion.

Form Type: S-8 POS

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051388

Filing Summary: On May 21, 2025, OptiNose, Inc. filed a post-effective amendment regarding its Form S-8 registration statements. This filing indicates that OptiNose, Inc. has undergone a merger with Paratek Pharmaceuticals, Inc. (Paratek) and Orca Merger Sub, Inc., resulting in OptiNose becoming a wholly owned subsidiary of Paratek. Consequently, all offerings of securities through the prior registration statements have been terminated, and this amendment deregisters all unsold securities previously registered. The registration statements affected include multiple Form S-8 registrations dating back to 2017, indicating various stock incentives and options that are now rendered inactive due to the merger.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925049925

Filing Summary: On May 16, 2025, OptiNose, Inc. held a special meeting of stockholders where proposals related to a merger were voted on. The most significant proposal was to adopt the Agreement and Plan of Merger with Paratek Pharmaceuticals, which received approximately 77.96% approval from shareholders. The merger will result in OptiNose becoming a wholly owned subsidiary of Paratek. Additionally, an advisory vote regarding executive compensation related to the merger received approximately 81.65% approval. An adjournment proposal was deemed unnecessary as sufficient votes were already in favor of the merger.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000149465025000072

Filing Summary: OptiNose, Inc. has filed its quarterly report for the period ending March 31, 2025. The report indicates significant operational and financial updates. Net product revenues have increased to $18,510,000, compared to $14,880,000 in the same quarter of the previous year. However, the company reports a net loss of $22,416,000. The merger with Paratek Pharmaceuticals, Inc. is scheduled to close around May 21, 2025, pending stockholder approval. Each share of OptiNose common stock will convert into $9.00 in cash and one contingent value right (CVR) upon completion of the merger. The report also outlines changes in financial position, reflecting a significant increase in liabilities. The company's cash and cash equivalents have decreased from $84,485,000 to $72,933,000. The completion of the merger is expected to impact operational strategies and financial conditions going forward, particularly regarding the commercialization of XHANCE®, its primary product for the treatment of chronic rhinosinusitis.

Form Type: DEFA14A

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000110465925046102

Filing Summary: OptiNose, Inc., on April 15, 2025, filed a definitive proxy statement concerning a special meeting scheduled for May 16, 2025, to vote on a merger agreement with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. The merger will result in OptiNose becoming a wholly owned subsidiary of Paratek. Following the initial filing, two lawsuits were filed in New York against OptiNose and its board, alleging misrepresentations in the proxy statement, with plaintiffs seeking to halt the merger and potential damages. OptiNose received additional demand letters from purported stockholders claiming the proxy statement contained material misstatements. Although it denies any wrongdoing, OptiNose plans to make supplemental disclosures to the proxy statement to mitigate litigation risks, without affecting share consideration or meeting schedules.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925045559

Filing Summary: On May 7, 2025, OptiNose, Inc. communicated to its employees regarding the pending merger with Paratek Pharmaceuticals, Inc. The company emphasized that business operations and team structures will remain largely the same in the short term, with planned integration activities. Most employees will retain their current roles and reporting lines post-merger, although certain executive transitions will occur. Employees were informed that the integration planning is focused on maintaining stability and continuity, and any changes to organizational structures will follow formal integration evaluations. Colleagues are to expect no immediate changes in pay or benefits, which will remain consistent for 12 months after the merger. The document provided details about various employment aspects, including payroll processes, health benefits, 401(k) plans, and other employee benefits, indicating they will remain in effect until the end of 2025, with future updates regarding integration forth coming. The communication stresses cooperation and performance stability through the transition period.

Form Type: 10-K/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925042584

Filing Summary: This filing is Amendment No. 1 to the Annual Report on Form 10-K for OptiNose, Inc. for the fiscal year ended December 31, 2024. The purpose of this amendment is to include omitted information that will be incorporated by reference from the proxy statement for the 2025 Annual Meeting of Stockholders, which was not expected to be filed within 120 days of the fiscal year end. The amendment includes updates on the cover page, Part III items, and exhibits. Significant details include the merger agreement with Paratek Pharmaceuticals, Inc., where OptiNose will merge into a subsidiary of Paratek, becoming a wholly owned subsidiary. Shareholders of OptiNose will receive $9.00 in cash per common share, along with contingent value rights based on certain sales milestones of the product XHANCE. The closing of the merger is subject to certain conditions, including shareholder approval and antitrust clearance. The document notes a reverse stock split executed on December 30, 2024, to adjust historical shares accordingly.

Form Type: DEFA14A

Filing Date: 2025-04-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465925037755

Filing Summary: On April 23, 2025, OptiNose, Inc. provided an integration planning update regarding its pending merger with Paratek Pharmaceuticals, Inc. A communication led by Randy Brenner, Paratek’s Chief Development and Regulatory Officer, detailed the collaborative efforts of the executive leadership teams from both companies. The upcoming shareholder meeting to vote on the merger is set for May 16, 2025, with an anticipated transaction closing date around May 21, 2025, contingent on shareholder approval and regulatory clearances. Integration planning efforts highlight the commitment of both companies to maintain stability and continuity during the transition, with ongoing communications promised. The document also warns of potential risks related to the transaction, including the possibility of delays or adverse impacts on OptiNose's business and stock price due to the merger process. Investors are advised to review the definitive proxy statement filed on April 15, 2025, and related documents for important information regarding the proposed merger.

Form Type: DEFA14A

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925037491

Filing Summary: On April 22, 2025, OptiNose, Inc. provided updates regarding its proposed merger with Paratek Pharmaceuticals, detailing the approval process requiring shareholder consent. A definitive proxy statement has been filed, and a special meeting for shareholders is scheduled for May 16, 2025, to vote on the merger. The document emphasizes that more than half of the outstanding shares must vote in favor for approval, and outlines the voting requirements. It also highlights the importance of participation and voting instructions for shareholders, noting that abstentions and failures to vote will count against the proposal. The management team expresses gratitude for ongoing commitment towards achieving business objectives and mentions that further details about post-merger integration will be shared soon.

Form Type: DEFM14A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925034826

Filing Summary: OptiNose, Inc. is holding a special stockholders' meeting on May 16, 2025, at 9:00 a.m. to vote on a proposed merger agreement with Paratek Pharmaceuticals, Inc. Under the agreement, Paratek's subsidiary will merge with OptiNose, making it a wholly owned subsidiary. Shareholders will receive $9.00 in cash for each share, plus a contingent value right that could yield up to $5.00 depending on sales milestones. The board unanimously recommends voting in favor of the merger for its fairness and alignment with shareholders' interests. The meeting will also address executive compensation in connection with the merger and any necessary adjournments. Participation is crucial as majority approval is required for the merger to proceed.

Form Type: PREM14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031374

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into an Agreement and Plan of Merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. Under the merger agreement, Orca Merger Sub will merge with OptiNose, making OptiNose a wholly owned subsidiary of Paratek. Shareholders will receive $9.00 per share in cash and a contingent value right (CVR) that may entitle them to receive additional payments based on future performance milestones. The merger agreement is recommended by OptiNose's Board as fair and in the best interests of its stockholders. A special meeting will be held to vote on the merger agreement, along with matters concerning compensation for executives and potential adjournments. The success of the merger proposal depends on a majority approval from stockholders at the meeting.

Form Type: DEFA14A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000149465025000059

Filing Summary: On March 19, 2025, OptiNose, Inc. and Paratek Pharmaceuticals, Inc. announced a merger agreement under which Paratek will acquire OptiNose. The transaction will require approval from OptiNose shareholders and is expected to close in mid-2025. The merger aims to broaden the awareness of XHANCE® to more healthcare providers and patients, especially in primary care where Paratek maintains a promotional presence. The total potential value of the agreement is approximately $330 million, including cash consideration of $9 per share and contingent value rights (CVRs) that could add up to $5 per share based on future sales milestones related to XHANCE. The document details the implications for OptiNose shareholders, including the treatment of stock options and restricted stock units in the context of the merger. The firms will continue operating independently until the transaction closes, with various plans for integration already set in motion while maintaining focus on their respective business objectives. It also highlights the restrictions on communication during this period of pending transaction, stressing adherence to confidentiality guidelines.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000047

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into a Merger Agreement with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. Under the terms, Merger Sub will merge with OptiNose, allowing it to continue as the surviving corporation and a subsidiary of Paratek. Each share of OptiNose common stock will convert into a right to receive $9.00 in cash and a contingent value right for potential additional payments. The merger requires approval and regulatory clearance, with risks identified regarding timely completion, conditions to closing, and the impact on the company's business operations. Relevant documents will be filed with the SEC, and investors are advised to read all filings regarding the merger for detailed information.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000054

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into an Agreement and Plan of Merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. This merger agreement, unanimously adopted by OptiNose's Board of Directors, stipulates that Merger Sub will merge with OptiNose, with OptiNose continuing as a wholly owned subsidiary of Paratek. Shareholders will receive $9.00 per share in cash, alongside a contractual contingent value right (CVR), with residual rights concerning certain milestones tied to sales of OptiNose's product, XHANCE, between 2025 and 2029. The merger is contingent upon obtaining stockholder approval and satisfying customary closing conditions. A voting agreement has been initiated with a significant stakeholder to align support for the merger, which is expected to conclude in the second or third quarter of 2025, assuming all conditions are met. This document also outlines potential termination fees and the conditions under which either party may terminate the merger agreement.

Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000049

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into a Merger Agreement with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc. Merger Sub will merge with OptiNose, with OptiNose continuing as the surviving entity and a wholly owned subsidiary of Paratek. Each share of OptiNose common stock, excluding certain shares, will be converted into $9.00 in cash and one contractual contingent value right, subject to achieving specific net sales-based milestones. The terms and conditions of the merger are subject to future filings, and the company has highlighted certain risks associated with completing the transaction, including potential delays and the need for regulatory approvals. OptiNose urges stockholders to review upcoming proxy statements for further details.

Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000149465025000051

Filing Summary: OptiNose, Inc. announced its agreement to be acquired by Paratek Pharmaceuticals, Inc. This merger aims to leverage both companies’ strengths: Paratek's focus on primary care complements OptiNose's specialty care expertise, particularly for its FDA-approved treatment, XHANCE®, for chronic sinusitis. The terms include a cash payment of $9 per share, with contingent value rights of up to $5 per share based on sales milestones of XHANCE. The total potential value of the acquisition could reach approximately $330 million, equating to $14 per share. A formal integration process is set to commence soon to ensure smooth merging operations prior to closing in mid-2025, conditioned on regulatory approvals and shareholder consent. The management team encourages open communication during this transition, with an All-Colleague call scheduled to address questions and outline the next steps.

Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000149465025000056

Filing Summary: On March 19, 2025, OptiNose, Inc. entered into an Agreement and Plan of Merger with Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc., with the intent to merge, whereby OptiNose will become a wholly owned subsidiary of Paratek. The merger consideration for each share of OptiNose common stock will be $9.00 in cash, plus one contractual contingent value right (CVR). The agreement stipulates the merger will require the approval of a majority of OptiNose's stockholders, customary closing conditions, and includes specific provisions for stock options, warrants, and restricted stock units. It highlights certain termination rights, potential fees payable upon termination, and financial arrangements made for the merger. The merger is expected to close in the second or third quarter of 2025, contingent on multiple factors including obtaining regulatory approvals and the approval from shareholders of OptiNose.