UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2024

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OPTINOSE, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-38241	42-1771610
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

777 Township Line Road, Suite 300

Yardley, Pennsylvania 19067

(Address of principal executive offices and zip code)

(267) 364-3500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐			Emerging growth company

☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

OPTN

Nasdaq Global Select Market

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 30, 2024, OptiNose, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State, to effect a 1-for-15 reverse stock split (the “reverse split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), effective at 8:00 a.m. Eastern Standard Time on that date (the “Effective Date”). Beginning with the opening of trading on December 31, 2024, the Common Stock will trade on the Nasdaq Global Select Market (“Nasdaq”) on a split-adjusted basis under a new CUSIP number 68404V 209.

As a result of the reverse split, each fifteen (15) shares of Common Stock issued and outstanding will be automatically combined and converted into one issued and outstanding share of Common Stock. No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to a fractional share of Common Stock will instead receive cash in lieu of fractional shares based on the closing price per share of the Common Stock as quoted on Nasdaq on the Effective Date (as adjusted to give effect to the reverse split).

The reverse split will not reduce the number of authorized shares of Common Stock or preferred stock (the “Preferred Stock”), or change the par values of the Common Stock or Preferred Stock. The reverse split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of Common Stock (except to the extent that the reverse split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding restricted stock units, stock options and warrants entitling their holders to receive or purchase, as applicable, shares of Common Stock will be adjusted as a result of the reverse split, in accordance with the terms of each such security. In addition, the number of shares reserved for future issuance pursuant to the Company’s 2010 Stock Incentive Plan, as amended, and the number of shares reserved for future issuance pursuant to the Company’s 2017 Employee Stock Purchase Plan, as amended, will also be appropriately adjusted.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

As a result of the reverse split, as of immediately following the effectiveness of the reverse split, the number of issued and outstanding shares of Common Stock will be adjusted from 150,829,507 shares to approximately 10,055,300 shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description
3.1						Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of OptiNose, Inc., effective December 30, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the reverse split and the timing thereof. The risks and uncertainties relating to the Company include general market conditions as well as other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.





						OptiNose, Inc.
						By: /s/ Anthony J. Krick
						Anthony J. Krick
						Chief Accounting Officer

Date: December 30, 2024

OptiNose, Inc. 8-K