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): September 25, 2019
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OPTINOSE, INC.
(Exact Name of Registrant as Specified in its Charter)
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| DELAWARE | 001-38241 | 42-1771610
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| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
1020 Stony Hill 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):
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| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
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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 | ý |
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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. ý |
Item 8.01 Other Events.
On September 25, 2019, OptiNose AS ("Optinose"), a wholly owned subsidiary of OptiNose, Inc. (the "Company"), entered into a License Agreement (the "License Agreement") with Currax Pharmaceuticals LLC ("Currax").
Under the terms of the License Agreement, Optinose has granted Currax an exclusive license to certain OptiNose patents and a non-exclusive license to certain OptiNose know-how to use, sell, offer for sale, have sold and import ONZETRA® XSAIL® (sumatriptan nasal powder) in the U.S., Canada and Mexico. Currax is required to pay Optinose a $4,480,000 upfront payment, of which $750,000 shall be held in escrow for a limited period to cover certain indemnification obligations. Additionally, Optinose is eligible to receive a one-time 10% royalty on ONZETRA net sales in excess of $3,000,000 solely for calendar year 2020, and an additional $1,000,000 milestone payment subject to the achievement of a specified regulatory milestone.
On September 26, 2019, the Company issued a press release announcing the License Agreement with Currax. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 99.1 | | |
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.
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| | | OptiNose, Inc. |
| | | By: /s/ Keith A. Goldan |
| | | Keith A. Goldan |
| | | Chief Financial Officer |
Date: September 26, 2019
