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Emerging growth company
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On December 1, 2020, the Board of Directors (the "Board") of OptiNose, Inc. (the “Company”) appointed Tomas J. Heyman as a member of the Board. Mr. Heyman was appointed as a Class I director, with an initial term expiring at the 2021 annual meeting of stockholders.
Mr. Heyman will be compensated for his service on the Board in accordance with the Company’s non-employee director compensation policy. Additionally, Mr. Heyman entered into the Company's standard indemnification agreement for directors and officers, the form of which was filed as an exhibit to the Company's registration statement on Form S-1 (Registration No. 333-220515), and will be covered by the Company’s directors' and officers' insurance policy.
There is no arrangement or understanding between Mr. Heyman and any other person pursuant to which Mr. Heyman was appointed as a director. Except as described herein, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Mr. Heyman has a direct or indirect material interest.
Additionally, effective as the close of the regularly scheduled Board meeting to be held on December 11, 2020, Mr. William F. Doyle will be resigning from the Board and as a member of the Board’s Nominating & Corporate Governance committee. Mr. Doyle’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company thanks Mr. Doyle for his service and valuable contributions to the Company.
Item 7.01 Regulation FD Disclosure.
On December 1, 2020, the Company issued a press release announcing the appointment of Thomas J. Heyman to the Company's Board of Directors and the resignation of William F. Doyle from the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
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The information included in Item 7.01 (including Exhibit 99.1) of this Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any Company filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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.
