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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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).
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Emerging growth company
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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 1.02 Termination of a Material Definitive Agreement
On June 30, 2022, OptiNose, Inc. (the “Company”) and certain entities affiliated with Avista Capital Partners (the "Stockholder Parties") mutually agreed to terminate that certain Stockholders’ Agreement, dated as of October 2, 2017, by and among the Company and the Stockholder Parties (the “Stockholders’ Agreement”). The Stockholders’ Agreement provided the Stockholder Parties with the right to designate individuals for nomination to the Company’s Board of Directors, subject to the number of outstanding shares of Company common stock held by the Stockholder Parties and other requirements set forth in the Stockholders’ Agreement. There are currently no nominees of the Stockholder Parties serving on the Company’s Board of Directors. A copy of the letter agreement between the Company and the Stockholder Parties mutually agreeing to terminate the Stockholders' Agreement in its entirety is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
