OPTN / OptiNose, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

OptiNose, Inc.
SIMBOL INI TIDAK AKTIF LAGI

Statistik Asas
LEI 549300CPBME7Z3CYMN16
CIK 1494650
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to OptiNose, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
June 2, 2025 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38241 OPTINOSE, INC. (Exact name of registrant as specified in its chart

May 21, 2025 EX-3.2

SECOND AMENDED AND RESTATED OPTINOSE, INC. a Delaware corporation Effective May 21, 2025 TABLE OF CONTENTS

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF OPTINOSE, INC. a Delaware corporation Effective May 21, 2025 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 2 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments and Postponements 3

May 21, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-273873 Registration No. 333-258707 Registration No. 333-228122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-273873 FORM S-3 REGISTRATION STATEMENT NO. 333-258707 FORM S-3 REGISTRATION STATEMENT NO. 333-22

May 21, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-273873 Registration No. 333-258707 Registration No. 333-228122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-273873 FORM S-3 REGISTRATION STATEMENT NO. 333-258707 FORM S-3 REGISTRATION STATEMENT NO. 333-22

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 EX-99.25

EX-99.25

Optn-form25

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-225473 Registration No. 333-225416 Registration No. 333-220926 Registration No. 333-220515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-225473 Post-Effective Amendment No. 1 to Form S-1 Registration State

May 21, 2025 EX-3.1

FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OPTINOSE, INC. May 21, 2025

Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPTINOSE, INC. May 21, 2025 First: The name of the Corporation is OptiNose, Inc. (the “Corporation”). Second: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington DE, 19808, New Castle County. The Corporation’s Registered Agent at such address is Corporation Serv

May 21, 2025 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 OPTINOSE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-225473 Registration No. 333-225416 Registration No. 333-220926 Registration No. 333-220515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-225473 Post-Effective Amendment No. 1 to Form S-1 Registration State

May 21, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-225473 Registration No. 333-225416 Registration No. 333-220926 Registration No. 333-220515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-225473 Post-Effective Amendment No. 1 to Form S-1 Registration State

May 21, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-273873 Registration No. 333-258707 Registration No. 333-228122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-273873 FORM S-3 REGISTRATION STATEMENT NO. 333-258707 FORM S-3 REGISTRATION STATEMENT NO. 333-22

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 21, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-225473 Registration No. 333-225416 Registration No. 333-220926 Registration No. 333-220515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-225473 Post-Effective Amendment No. 1 to Form S-1 Registration State

May 21, 2025 EX-99.1

Paratek Pharmaceuticals Completes Acquisition of Optinose, Creating an Expanded Portfolio of Specialty Therapies

Exhibit 99.1 Paratek Pharmaceuticals Completes Acquisition of Optinose, Creating an Expanded Portfolio of Specialty Therapies BOSTON, May 21, 2025 – Paratek Pharmaceuticals, Inc., a privately held pharmaceutical company focused on the development and commercialization of specialty therapies for specialists and community care providers, that address important medical and public health threats, toda

May 21, 2025 S-8 POS

As filed with the U.S. Securities and Exchange Commission on May 21, 2025

As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333-286111 Registration No. 333-277746 Registration No. 333-270333 Registration No. 333-263362 Registration No. 333-253814 Registration No. 333-236978 Registration No. 333-230083 Registration No. 333-223617 Registration No. 333-221047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

May 16, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 OPTINOSE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

May 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE,

May 8, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

May 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 30, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☐Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 OR ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file numbe

April 23, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 22, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 15, 2025 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 3, 2025 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 3, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) OPTINOSE, INC.

March 26, 2025 EX-10.1

Form of Indemnification Agreement

INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of , 201 by and between OptiNose, Inc.

March 26, 2025 EX-4.4

Form of Amended and Restated Pharmakon Warrant dated May 10, 2024

NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMEN

March 26, 2025 EX-99.1

Optinose Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Operational Highlights Company reports fourth quarter and full year 2024 XHANCE net revenue of $22.4 million and $78.2 million, increases of 13% and 10% compared to prior

Optinose Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Operational Highlights Company reports fourth quarter and full year 2024 XHANCE net revenue of $22.

March 26, 2025 EX-21.1

List of Subsidiaries

EX-21.1 6 listofsubsidiariesex2112024.htm EX-21.1 Exhibit 21.1 OPTINOSE, INC. LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Percent Owned OptiNose US, Inc. Delaware 100%

March 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 OR ☐ Transition Report Pursuant to Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE, INC. (Exact n

March 26, 2025 S-8

As filed with the Securities and Exchange Commission on March 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OptiNose, Inc. (Exact name of registrant as specif

As filed with the Securities and Exchange Commission on March 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OptiNose, Inc.

March 26, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) OptiNose, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value

March 26, 2025 EX-19.1

Insider Trading Policy

EX-19.1 5 pol-finx005x04insidertra.htm EX-19.1 INSIDER TRADING POLICY TYPE OF DOCUMENT POL-FIN-005.04 EFFECTIVE DATE 17 JANUARY 2024 Page 1 of 12 Confidential - Not to be Distributed 1. PURPOSE OptiNose, Inc. (together with its subsidiaries, the “Company”) has adopted this Insider Trading Policy (this “Policy”) to prevent “insider trading”. Simply stated, insider trading occurs when a person uses

March 26, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

March 26, 2025 EX-4.5

Description of Securities of OptiNose, Inc.

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K of which this exhibit forms a part, the only class of securities of OptiNose, Inc. (“we,” “us” and “our”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is our common st

March 21, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 20, 2025 EX-99.2

Form of Director and Officer Voting Agreement.

Exhibit 99.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement, dated as of March 19, 2025 (this “Agreement”), is by and between Paratek Pharmaceuticals, Inc., Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of OptiNose, Inc, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings specified in t

March 20, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 20, 2025 EX-99.1

Paratek Pharmaceuticals to Acquire Optinose, Creating Significant Commercial Expansion Opportunities for XHANCE® in Chronic Rhinosinusitis (CRS)

Paratek Pharmaceuticals to Acquire Optinose, Creating Significant Commercial Expansion Opportunities for XHANCE® in Chronic Rhinosinusitis (CRS) - Paratek will accelerate access for XHANCE beyond specialists to primary care providers maximizing the recent label expansion for CRS in a ~10‑million‑patient market - Acquisition advances Paratek’s vision to become a multi-product company focused on innovative specialty therapies - Total transaction value of up to ~$330 million - Potential consideration of up to $14 per share, including up front consideration of $9 per share, representing a 50% premium to Optinose’s closing trading price on March 19, 2025 BOSTON and Yardley, Pa.

March 20, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

March 20, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 (March 19, 2025) OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Or

March 20, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM DEFA14-A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 OPTINOSE, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM DEFA14-A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization)

March 20, 2025 EX-2.1

Agreement and Plan of Merger, dated as of March 19, 2025, among OptiNose, Inc, Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among OPTINOSE, INC. a Delaware corporation, PARATEK PHARMACEUTICALS, INC. a Delaware corporation, and ORCA MERGER SUB, INC., a Delaware corporation, Dated as of March 19, 2025 Table of Contents 1.1 The Closing 2 1.2 The Merger 2 1.3 Conversion of Shares 2 1.4 Surrender of Certificates; Stock Transfer Books 3 1.5 Dissenters’ Rights 6 1.6 Treatment of

March 20, 2025 EX-99.1

Joint Press Release issued by OptiNose, Inc. and Paratek Pharmaceuticals, Inc. on March 19, 2025

Paratek Pharmaceuticals to Acquire Optinose, Creating Significant Commercial Expansion Opportunities for XHANCE® in Chronic Rhinosinusitis (CRS) - Paratek will accelerate access for XHANCE beyond specialists to primary care providers maximizing the recent label expansion for CRS in a ~10‑million‑patient market - Acquisition advances Paratek’s vision to become a multi-product company focused on innovative specialty therapies - Total transaction value of up to ~$330 million - Potential consideration of up to $14 per share, including up front consideration of $9 per share, representing a 50% premium to Optinose’s closing trading price on March 19, 2025 BOSTON and Yardley, Pa.

March 20, 2025 EX-99.2

VOTING AND SUPPORT AGREEMENT

Exhibit 99.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement, dated as of March 19, 2025 (this “Agreement”), is by and between Paratek Pharmaceuticals, Inc., Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of OptiNose, Inc, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings specified in t

March 20, 2025 EX-99.1

VOTING AND SUPPORT AGREEMENT

Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement, dated as of March 19, 2025 (this “Agreement”), is by and between Paratek Pharmaceuticals, Inc., Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of OptiNose, Inc, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings specified in t

March 20, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 (March 19, 2025) O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 (March 19, 2025) OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Or

March 20, 2025 EX-99.1

Voting Agreement, dated as of March 19, 2025, by and between Paratek Pharmaceuticals, Inc. and MVM Partners LLC.

Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement, dated as of March 19, 2025 (this “Agreement”), is by and between Paratek Pharmaceuticals, Inc., Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of OptiNose, Inc, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings specified in t

March 20, 2025 EX-2.1

Agreement and Plan of Merger, dated as of March 19, 2025, among OptiNose, Inc, Paratek Pharmaceuticals, Inc. and Orca Merger Sub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among OPTINOSE, INC. a Delaware corporation, PARATEK PHARMACEUTICALS, INC. a Delaware corporation, and ORCA MERGER SUB, INC., a Delaware corporation, Dated as of March 19, 2025 Table of Contents 1.1 The Closing 2 1.2 The Merger 2 1.3 Conversion of Shares 2 1.4 Surrender of Certificates; Stock Transfer Books 3 1.5 Dissenters’ Rights 6 1.6 Treatment of

February 13, 2025 EX-99

AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G

EX-99 2 optinose99.htm EXHIBIT 99 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amen

February 7, 2025 EX-99.A BD-DIR-RESOL

Joint Filing Agreement

EX-99.A BD-DIR-RESOL 2 exa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ornership of shares of Common Stock of OPTINOSE, INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Malter Fund L.P. By: Name: Mike McDonald Title: Director, Rosalind

January 15, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Co

January 15, 2025 EX-99.1

Optinose Announces Preliminary Unaudited Fourth Quarter 2024 XHANCE Net Revenue of $22.4 Million Preliminary XHANCE prescription growth rate from third quarter to fourth quarter 2024 estimated to be approximately 20%

Optinose Announces Preliminary Unaudited Fourth Quarter 2024 XHANCE Net Revenue of $22.

December 30, 2024 EX-3.1

Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of OptiNose, Inc. , effective December 30, 2024

CERTIFICATE OF AMENDMENT OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPTINOSE, INC.

December 30, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

December 23, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 23, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

December 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

December 2, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

November 27, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

November 20, 2024 SC 13G

OPTN / OptiNose, Inc. / Stonepine Capital Management, LLC Passive Investment

SC 13G 1 optn13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Optinose, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68404V100 (CUSIP Number) November 13, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

November 14, 2024 SC 13G/A

OPTN / OptiNose, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINO

November 12, 2024 EX-99.2

Building a Leading ENT / Allergy Specialty Company Corporate Presentation November 12, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.S. Private Securi

Building a Leading ENT / Allergy Specialty Company Corporate Presentation November 12, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.

November 12, 2024 EX-99.1

Optinose Reports Third Quarter 2024 Financial Results and Recent Operational Highlights Company reports Q3 2024 XHANCE net revenue of $20.4 million, an increase of 3% compared to Q3 2023 Company reports positive inflection in new prescriptions of XHA

Optinose Reports Third Quarter 2024 Financial Results and Recent Operational Highlights Company reports Q3 2024 XHANCE net revenue of $20.

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

October 18, 2024 EX-99.A BD-DIR-RESOL

Joint Filing Agreement

EX-99.A BD-DIR-RESOL 2 exa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ornership of shares of Common Stock of OPTINOSE, INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Malter Fund L.P. By: Name: Mike McDonald Title: Director, Rosalind

October 18, 2024 SC 13G/A

OPTN / OptiNose, Inc. / Rosalind Advisors, Inc. Passive Investment

SC 13G/A 1 rosalindoptn13ga5sep.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 5) Under the Securities Exchange Act of 1934 OptiNose, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 68404V100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

October 16, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Co

October 8, 2024 EX-99.1

Optinose Appoints Terry Kohler as Chief Financial Officer

Optinose Appoints Terry Kohler as Chief Financial Officer YARDLEY, Pa., Oct. 7, 2024 — Optinose (NASDAQ:OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (ENT) and allergy specialists, today announced the appointment of Terry Kohler as Chief Financial Officer. Mr. Kohler was most recently the Chief Financial Officer for Verrica Pharmaceuticals, a dermatology thera

October 8, 2024 EX-10.1

ement, dated October 4, 2024 between OptiNose US, Inc. and P. Terrence Kohler, Jr. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-38241), as file

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of October 7, 2024 (the “Effective Date”), by and between OptiNose US, Inc.

October 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 OPTINOSE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Com

September 25, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 24, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

August 8, 2024 EX-10.4

Amendment No. 1 to Manufacture and Supply Agreement, dated June 7, 2024, by and between OptiNose US, Inc. and Hikma Pharmaceuticals USA Inc.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FIRST AMENDMENT TO MANUFACTURE AND SUPPLY AGREEMENT This FIRST AMENDMENT TO MANUFACTURE AND SUPPLY AGREEMENT (this “First Amendment”) is made as of June 7, 2024 (“First Amendment Effective Date”), by and between: HIKMA PHARMACEUTICALS USA INC.

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE, I

August 8, 2024 EX-99.1

Optinose Reports Second Quarter 2024 Financial Results and Recent Operational Highlights Company reports Q2 2024 XHANCE net revenue of $20.5 million, an increase of 5% compared to Q2 2023 XHANCE has been added to Express Scripts’ national formularies

Optinose Reports Second Quarter 2024 Financial Results and Recent Operational Highlights Company reports Q2 2024 XHANCE net revenue of $20.

August 8, 2024 EX-99.2

Building a Leading ENT / Allergy Specialty Company Corporate Presentation August 8, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.S. Private Securitie

Building a Leading ENT / Allergy Specialty Company Corporate Presentation August 8, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.

June 6, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

May 29, 2024 EX-99.A BD-DIR-RESOL

Joint Filing Agreement

EX-99.A BD-DIR-RESOL 2 exa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ornership of shares of Common Stock of OPTINOSE, INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Malter Fund L.P. By: Name: Mike McDonald Title: Director, Rosalind

May 29, 2024 SC 13G/A

OPTN / OptiNose, Inc. / Rosalind Advisors, Inc. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4) Under the Securities Exchange Act of 1934 OptiNose, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 68404V100 (CUSIP Number) May 10, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

May 20, 2024 EX-10.1

Amendment No. 2 to Manufacture and Supply Agreement, dated May 20, 2024, by and between OptiNose US, Inc. and Contract Pharmaceuticals Limited Canada

AMENDMENT NO. 2 TO MANUFACTURE AND SUPPLY AGREEMENT This AMENDMENT NO. 2 TO MANUFACTURE AND SUPPLY AGREEMENT (this “Amendment”) is effective as of this 20th day of May, 2024 (the “Amendment Effective Date”), and is entered into by and between OptiNose US, Inc., duly organized and existing under the laws of Delaware and having offices located at 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 (r

May 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 OPTINOSE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

May 14, 2024 EX-10.3

Manufacture and Supply Agreement, dated December 11, 2020, by and between OptiNose US, Inc. and Hikma Pharmaceuticals USA, Inc

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL MANUFACTURE AND SUPPLY AGREEMENT This MANUFACTURE AND SUPPLY AGREEMENT (the “Agreement”) is made as of December 11, 2020 (the “Effective Date”) by and between OptiNose US, Inc.

May 14, 2024 EX-99.1

Optinose Reports First Quarter 2024 Financial Results and Recent Operational Highlights Company reports Q1 2024 XHANCE net revenue of $14.9 million, an increase of 26% compared to Q1 2023 Company expects full year 2024 XHANCE net revenues to be betwe

Optinose Reports First Quarter 2024 Financial Results and Recent Operational Highlights Company reports Q1 2024 XHANCE net revenue of $14.

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE,

May 14, 2024 EX-99.2

Building a Leading ENT / Allergy Specialty Company Corporate Presentation May 14, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.S. Private Securities

Building a Leading ENT / Allergy Specialty Company Corporate Presentation May 14, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.

May 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 OPTINOSE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

May 9, 2024 EX-FILING FEES

\\4137-6534-5616 v1 Exhibit 107 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $200,000,000.

\\4137-6534-5616 v1 Exhibit 107 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $200,000,000.

May 9, 2024 EX-10.2

Third Amendment to the Note Purchase Agreement, dated May 8, 2024, among OptiNose US, Inc., OptiNose, Inc., and Optinose AS, BioPharma Credit PLC, as collateral agent and the purchasers from time to time party thereto

Execution Version THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT This Third Amendment to the Note Purchase Agreement (defined below) (this “Amendment”), dated as of May 8, 2024 (the “Third Amendment Effective Date”), is entered into by and among OPTINOSE US, INC.

May 9, 2024 424B5

Shares of Common Stock Pre-Funded Warrants to Purchase Shares of Common Stock

The information in this preliminary prospectus supplement is not complete and may be changed.

May 9, 2024 EX-10.1

Form of Securities Purchase Agreement, dated May 8, 2024

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2024, between OptiNose Inc.

May 9, 2024 EX-4.1

Form of Pre-Funded Warrant to Purchase Common Stock

Execution Version FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [•] Number of Shares: [•] (subject to adjustment) Original Issue Date: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled,

May 9, 2024 424B5

Shares of Common Stock Pre-Funded Warrants to Purchase Shares of Common Stock

The information in this preliminary prospectus supplement is not complete and may be changed.

May 9, 2024 424B5

31,800,000 Shares of Common Stock Pre-Funded Warrants to Purchase 23,700,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273873 PROSPECTUS SUPPLEMENT (To Prospectus dated August 17, 2023) 31,800,000 Shares of Common Stock Pre-Funded Warrants to Purchase 23,700,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers (i) 31,800,000 shares of our common s

May 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 OPTINOSE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

May 9, 2024 EX-99.1

Optinose Announces $55 Million Registered Direct Offering Led by Nantahala Capital and The D. E. Shaw Group with participation from existing and new investors Post-offering cash balance of ~$100 million expected to fund operating plan through 2025 Co

Optinose Announces $55 Million Registered Direct Offering Led by Nantahala Capital and The D.

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

April 25, 2024 EX-99.A BD-DIR-RESOL

Joint Filing Agreement

EX-99.A BD-DIR-RESOL 2 exa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ornership of shares of Common Stock of OPTINOSE, INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Malter Fund L.P. By: Name: Mike McDonald Title: Director, Rosalind

April 25, 2024 EX-99.1

Optinose Provides Corporate Update on XHANCE Launch and Outlook and Announces Preliminary First Quarter 2024 XHANCE Net Revenue of $14.9 million Conference Call and Webcast to be held April 25, 2024, at 10:00 a.m. Eastern Time

Optinose Provides Corporate Update on XHANCE Launch and Outlook and Announces Preliminary First Quarter 2024 XHANCE Net Revenue of $14.

April 25, 2024 SC 13G/A

OPTN / OptiNose, Inc. / Rosalind Advisors, Inc. Passive Investment

SC 13G/A 1 rosalindoptn13ga3apr.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3) Under the Securities Exchange Act of 1934 Optinose, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 68404V100 (CUSIP Number) March 31, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

April 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 OPTINOSE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

April 25, 2024 EX-99.2

Building a Leading ENT / Allergy Specialty Company Commercial Launch Call April 25, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.S. Private Securitie

Building a Leading ENT / Allergy Specialty Company Commercial Launch Call April 25, 2024 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.

March 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 OPTINOSE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

March 15, 2024 EX-99.1

XHANCE Approved by FDA as First and Only Medication Indicated for Treatment of Adults with Chronic Rhinosinusitis without Nasal Polyps ReOpen was the first ever large placebo-controlled clinical trial program to demonstrate statistically significant

XHANCE Approved by FDA as First and Only Medication Indicated for Treatment of Adults with Chronic Rhinosinusitis without Nasal Polyps ReOpen was the first ever large placebo-controlled clinical trial program to demonstrate statistically significant reduction of symptoms in chronic sinusitis patients without nasal polyps Clinical trial program also showed reduction in sinus inflammation and in acute exacerbations, which frequently result in use of antibiotics XHANCE uses the proprietary Exhalation Delivery System to enable deposition of a proven steroid in target areas of inflammation deep in the nose not typically reached by standard nasal sprays Chronic sinusitis affects approximately 30 million adults in the U.

March 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2024 OPTINOSE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

March 8, 2024 EX-10.1

Second Amendment to the Amended and Restated Note Purchase Agreement, dated March 8, 2024, among OptiNose US, Inc., OptiNose, Inc., BioPharma Credit PLC and the purchasers from time to time party thereto.

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT This Second Amendment to the Note Purchase Agreement (defined below) (this “Amendment”), dated as of March 8.

March 8, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

March 7, 2024 EX-10.1

Form of Indemnification Agreement

INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of , 201 by and between OptiNose, Inc.

March 7, 2024 EX-10.25

among OptiNose US, Inc., OptiNose, Inc., and the purchaser parties thereto and BioPharma Credit PLC

FIRST AMENDMENT AND WAIVER TO NOTE PURCHASE AGREEMENT This First Amendment and Waiver to the Note Purchase Agreement (defined below) (this “Amendment and Waiver”), dated as of March 5, 2024 (the “Effective Date”), is entered into by and among OPTINOSE US, INC.

March 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 OPTINOSE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

March 7, 2024 EX-99.1

Optinose Reports Fourth Quarter and Full Year 2023 Financial Results and Recent Operational Highlights PDUFA target action date is March 16, 2024, for the Company's sNDA. If approved, the Company is prepared for launch of XHANCE for treatment of pati

Exhibit 99.1 Optinose Reports Fourth Quarter and Full Year 2023 Financial Results and Recent Operational Highlights PDUFA target action date is March 16, 2024, for the Company's sNDA. If approved, the Company is prepared for launch of XHANCE for treatment of patients diagnosed with chronic sinusitis Physicians diagnose chronic sinusitis 10 times more frequently than XHANCE’s current nasal polyps i

March 7, 2024 EX-99.2

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n M a r c h 7 , 2 0 2 4 Exhibit 99.2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within th

a20240307q4earningsprese Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n M a r c h 7 , 2 0 2 4 Exhibit 99.

March 7, 2024 EX-97.1

OptiNose, Inc. Incentive Compensation Recovery Policy

OPTINOSE, INC. INCENTIVE COMPENSATION RECOVERY POLICY (Adopted and approved on September 5, 2023, and effective as of October 1, 2023) 1. Purpose Optinose, Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has ado

March 7, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 OPTINOSE, INC. LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Percent Owned OptiNose US, Inc. Delaware 100% Optinose UK, Ltd. United Kingdom 100%

March 7, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) OptiNose, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value

March 7, 2024 10-K

, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE, INC. (Exact n

March 7, 2024 EX-4.5

Description of Securities of OptiNose, Inc.

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K of which this exhibit forms a part, the only class of securities of OptiNose, Inc. (“we,” “us” and “our”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is our common st

March 7, 2024 S-8

As filed with the Securities and Exchange Commission on March 7, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OptiNose, Inc. (Exact name of registrant as specifi

As filed with the Securities and Exchange Commission on March 7, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OptiNose, Inc.

February 23, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2024 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

February 22, 2024 EX-99.A BD-DIR-RESOL

Joint Filing Agreement

EX-99.A BD-DIR-RESOL 2 exa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ornership of shares of Common Stock of OPTINOSE, INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Malter Fund L.P. By: Name: Mike McDonald Title: Director, Rosalind

February 22, 2024 SC 13G/A

OPTN / OptiNose, Inc. / Rosalind Advisors, Inc. Passive Investment

SC 13G/A 1 rosalindoptn13ga1feb.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Optinose, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 68404V100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

February 14, 2024 SC 13G/A

MDWD / MediWound Ltd. / Rosalind Advisors, Inc. Passive Investment

SC 13G/A 1 rosalindmdwd13ga14Feb2024.htm SC 13G Mediwound13G.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 MEDIWOUND LTD. (Name of Issuer) Common Shares (Title of Class of Securities) M68830104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

February 14, 2024 EX-99.A BD-DIR-RESOL

Joint Filing Agreement

EX-99.A BD-DIR-RESOL 2 exa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ornership of shares of Common Stock of OPTINOSE, INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Malter Fund L.P. By: Name: Mike McDonald Title: Director, Rosalind

February 14, 2024 SC 13G/A

OPTN / OptiNose, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2024 SC 13G/A

OPTN / OptiNose, Inc. / ACORN BIOVENTURES, L.P. - OPTINOSE, INC. Passive Investment

SC 13G/A 1 p24-0479sc13ga.htm OPTINOSE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* OptiNose, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68404V100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri

February 7, 2024 SC 13G/A

OPTN / OptiNose, Inc. / KRUTTSCHNITT THEODORE H III - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea193003-13ga2kruttsch3opti.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* OptiNose, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 68404V100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of th

January 30, 2024 SC 13G/A

OPTN / OptiNose, Inc. / Avista Capital Partners II GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d717880dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* OPTINOSE, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 68404V100 (CUSIP Number) DECEMBER 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

December 21, 2023 EX-10.1

Amendment No. 1, dated December 18, 2023, to Supply Agreement, dated July 1, 2017, between OptiNose US, Inc. and Hovione Inter Ltd.

Portions of this exhibit indicated by asterisks [**] have been omitted because they are not material and are the type of information that the registrant treats as private or confidential AMENDMENT NO.

December 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 18, 2023 OPTINOSE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 18, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

December 6, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 6, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Co

December 6, 2023 EX-99.1

Optinose Announces 3-Month Extension of FDA Review Period for the Supplemental New Drug Application for XHANCE The application is based on phase 3 results from the ReOpen clinical trial program showing XHANCE significantly reduced symptoms and sinus

Optinose Announces 3-Month Extension of FDA Review Period for the Supplemental New Drug Application for XHANCE The application is based on phase 3 results from the ReOpen clinical trial program showing XHANCE significantly reduced symptoms and sinus opacification in participants with chronic rhinosinusitis If approved, XHANCE is expected to be the first and only drug indicated for the treatment of chronic rhinosinusitis, a diagnosis which is assigned at approximately 10 million patient visits annually YARDLEY, Pa.

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINO

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Co

November 9, 2023 EX-99.1

Optinose Reports Third Quarter 2023 Financial Results and Operational Updates Company reports third quarter 2023 XHANCE net revenue of $19.8 million and increases full year 2023 XHANCE net revenue guidance Strong improvement in operating efficiency a

Exhibit 99.1 Optinose Reports Third Quarter 2023 Financial Results and Operational Updates Company reports third quarter 2023 XHANCE net revenue of $19.8 million and increases full year 2023 XHANCE net revenue guidance Strong improvement in operating efficiency as SG&A and R&D expenses decreased by $32M or 33% year-to-date PDUFA goal date for XHANCE Chronic Rhinosinusitis sNDA is December 16, 2023

November 9, 2023 EX-99.2

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n N o v e m b e r 9 , 2 0 2 3 Exhibit 99.2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” wit

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n N o v e m b e r 9 , 2 0 2 3 Exhibit 99.

August 15, 2023 CORRESP

OPTINOSE, INC. 1020 Stony Hill Road, Suite 300 Yardley, Pennsylvania 19067

OPTINOSE, INC. 1020 Stony Hill Road, Suite 300 Yardley, Pennsylvania 19067 August 15, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re: OptiNose, Inc. Registration Statement on Form S-3 Filed August 10, 2023 File No. 333-273873 Request for Acceleration of Effective Date Dear

August 10, 2023 EX-3.3

Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of OptiNose, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 10-Q (File No. 001-38241), as filed with the SEC on August 10, 2023).

CERTIFICATE OF AMENDMENT OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPTINOSE, INC.

August 10, 2023 S-3

As filed with the Securities and Exchange Commission on August 10, 2023

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE, I

August 10, 2023 EX-4.12

Form of Indenture

Exhibit 4.12 OPTINOSE, INC. and as Trustee INDENTURE Dated as of , ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Defined Terms 1 1.2 Other Definitions 5 1.3 Incorporation by Reference of Trust Indenture Act. 5 1.4 Rules of Construction. 6 ARTICLE 2 THE SECURITIES 6 2.1 Issuable in Series. 6 2.2 Establishment of Terms of Series of Securities 7 2.3 Execution and Authentication 9 2.4 Reg

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 OPTINOSE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Com

August 10, 2023 EX-FILING FEES

Filing Fee Table

=EXHIBIT 107 = Calculation of Filing Fee Table Form S-3 (Form Type) OptiNose, Inc.

August 10, 2023 EX-99.2

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n A u g u s t 1 0 , 2 0 2 3 Exhibit 99.2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” withi

a2023082earningspresenta Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n A u g u s t 1 0 , 2 0 2 3 Exhibit 99.

August 10, 2023 EX-99.1

Optinose Reports Second Quarter 2023 Financial Results and Operational Updates Company reports second quarter 2023 XHANCE net revenue of $19.5 million and increases full year 2023 XHANCE net revenue guidance Strong improvement in operating efficiency

Exhibit 99.1 Optinose Reports Second Quarter 2023 Financial Results and Operational Updates Company reports second quarter 2023 XHANCE net revenue of $19.5 million and increases full year 2023 XHANCE net revenue guidance Strong improvement in operating efficiency in the first half of 2023 as SG&A and R&D expenses decreased by $22M or 33% compared to first half 2022 Conference call and webcast to b

July 28, 2023 SC 13G

OPTN / OptiNose Inc / Rosalind Advisors, Inc. - OPTINOSE INC. S13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Optinose, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 68404V100 (CUSIP Number) July 11, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-

July 28, 2023 EX-99.A BD-DIR-RESOL

Joint Filing Agreement

EX-99.A BD-DIR-RESOL 2 exa.htm EXHIBIT A JOINT FILING Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ornership of shares of Common Stock of OPTINOSE, INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Malter Fund L.P. By: Name: Mike McDonald Ti

July 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 OPTINOSE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

July 27, 2023 EX-99.1

Optinose Announces Preliminary Second Quarter 2023 XHANCE Net Revenue of $19.5 Million Second Quarter 2023 Conference Call and Webcast to be held August 10, 2023 at 8:00 a.m. Eastern Time Company plans to update full year 2023 XHANCE net revenue guid

Optinose Announces Preliminary Second Quarter 2023 XHANCE Net Revenue of $19.5 Million Second Quarter 2023 Conference Call and Webcast to be held August 10, 2023 at 8:00 a.m. Eastern Time Company plans to update full year 2023 XHANCE net revenue guidance on August 10 YARDLEY, Pa., July 27, 2023— Optinose (NASDAQ:OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (E

June 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 OPTINOSE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

June 13, 2023 EX-10.1

Consulting Agreement, dated June 8, 2023, between OptiNose, Inc. and Joseph C. Scodari

OptiNose US, Inc., 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 June 8, 2023 Joseph C. Scodari [*home address omitted*] Dear Joe: This letter agreement, effective as of June 8, 2023 (this “Letter Agreement”) sets forth the terms and conditions under which OptiNose, Inc. (the “Company”) hereby engages you, Joseph C. Scodari (“you” or “Consultant”) as a consultant to the Company. By signing th

May 11, 2023 EX-99.1

Optinose Reports First Quarter 2023 Financial Results and Operational Updates Strong progress towards strategic objectives including acceptance of sNDA for review and prioritization of potential launch of XHANCE as first drug approved to treat chroni

Exhibit 99.1 Optinose Reports First Quarter 2023 Financial Results and Operational Updates Strong progress towards strategic objectives including acceptance of sNDA for review and prioritization of potential launch of XHANCE as first drug approved to treat chronic rhinosinusitis Company reports first quarter 2023 XHANCE net revenue of $11.8 million Conference call and webcast to be held today at 8

May 11, 2023 EX-10.7

Amended and Restated Employment Agreement, dated May 9, 2023 between OptiNose US, Inc. and Paul Spence

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of May 9, 2023 (the “Effective Date”), by and between OptiNose US, Inc.

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE,

May 11, 2023 EX-10.6

Amended and Restated Employment Agreement, dated May 9, 2023 between OptiNose US, Inc. and Anthony J. Krick

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of May 9, 2023 (the “Effective Date”), by and between OptiNose US, Inc.

May 11, 2023 EX-10.4

Amended and Restated Employment Agreement, dated May 9, 2023 between OptiNose US, Inc. and Ramy A. Mahmoud

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of May 9, 2023 (the “Effective Date”), by and between OptiNose US, Inc.

May 11, 2023 EX-10.5

Amended and Restated Employment Agreement, dated May 9, 2023 between OptiNose US, Inc. and Michael F. Marino

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of May 9, 2023 (the “Effective Date”), by and between OptiNose US, Inc.

May 11, 2023 EX-99.2

Building a Leading ENT / Allergy Specialty Company Co r p o r a t e P r e s e n t a t i o n May 1 1 , 2 0 2 3 Exhibit 99.2 2 Forward‐Looking Statements This presentation and our accompanying remarks contain “forward‐looking statements” within the mea

a20230511q1earningsprese Building a Leading ENT / Allergy Specialty Company Co r p o r a t e P r e s e n t a t i o n May 1 1 , 2 0 2 3 Exhibit 99.

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 OPTINOSE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 OPTINOSE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

May 4, 2023 EX-99.1

Optinose Announces FDA Acceptance of Supplemental New Drug Application for XHANCE The application is based on phase 3 results from the ReOpen clinical trial program showing XHANCE significantly reduced symptoms and sinus opacification in participants

Optinose Announces FDA Acceptance of Supplemental New Drug Application for XHANCE The application is based on phase 3 results from the ReOpen clinical trial program showing XHANCE significantly reduced symptoms and sinus opacification in participants with chronic rhinosinusitis If approved, XHANCE is expected to be the first and only drug indicated for the treatment of chronic rhinosinusitis, a diagnosis which is assigned at approximately 10 million patient visits annually YARDLEY, Pa.

May 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

April 21, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

April 17, 2023 EX-99.1

Building a Leading ENT / Allergy Specialty Company Co r p o r a t e P r e s e n t a t i o n A p r i l 1 7 , 2 0 2 3 Exhibit 99.1 2 Forward‐Looking Statements This presentation and our accompanying remarks contain “forward‐looking statements” within t

a20230410optinosepresent Building a Leading ENT / Allergy Specialty Company Co r p o r a t e P r e s e n t a t i o n A p r i l 1 7 , 2 0 2 3 Exhibit 99.

April 17, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

March 28, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

March 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

March 7, 2023 EX-99.2

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n M a r c h 7 , 2 0 2 3 EXHIBIT 99.2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within th

a20230307q4earningsprese Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n M a r c h 7 , 2 0 2 3 EXHIBIT 99.

March 7, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) OptiNose, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value

March 7, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 OPTINOSE, INC. LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Percent Owned OptiNose US, Inc. Delaware 100% Optinose AS Norway 100% Optinose UK, Ltd. United Kingdom 100%

March 7, 2023 EX-10.1

Form of Indemnification Agreement.

EX-10.1 3 formindemnificationagreeme.htm EX-10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of , 201 by and between OptiNose, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and , an individual (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements be

March 7, 2023 EX-99.1

Optinose Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Operational Highlights Company reports fourth quarter and full year 2022 XHANCE net revenue of $20.9 million and $76.3 million Company submitted sNDA for XHANCE label exp

Exhibit 99.1 Optinose Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Operational Highlights Company reports fourth quarter and full year 2022 XHANCE net revenue of $20.9 million and $76.3 million Company submitted sNDA for XHANCE label expansion in February 2023 Physicians diagnose chronic sinusitis 10 times more frequently than XHANCE’s current nasal polyps indication and

March 7, 2023 EX-4.5

Description of Securities of OptiNose, Inc.

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K of which this exhibit forms a part, the only class of securities of OptiNose, Inc. (“we,” “us” and “our”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is our common st

March 7, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 OR ☐ Transition Report Pursuant to Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE, INC. (Exact n

March 7, 2023 S-8

As filed with the Securities and Exchange Commission on March 7, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OptiNose, Inc. (Exact name of registrant as specifi

As filed with the Securities and Exchange Commission on March 7, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OptiNose, Inc.

February 14, 2023 SC 13D/A

OPTN / OptiNose Inc / MVM Partners, LLC - MVM PARTNERS, LLC FORM SC 13D/A Activist Investment

SC 13D/A 1 mvm13da.htm MVM PARTNERS, LLC FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* OPTINOSE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 68404V100 (CUSIP Number) MVM Partners, LLC Old City Hall 45 School Street Boston, MA 02108 Attn: Eric Bednarski Troutman

February 14, 2023 SC 13G/A

OPTN / OptiNose Inc / GREAT POINT PARTNERS LLC Passive Investment

SC 13G/A 1 greatpoint-optn123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* OPTINOSE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68404V100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap

January 31, 2023 EX-10.2

Form of Separation Agreement and General Release

SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into between Peter K.

January 31, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Co

January 31, 2023 EX-99.1

Optinose Announces CEO Transition and Business Update Ramy Mahmoud, MD, MPH appointed CEO and to the Board of Directors

Optinose Announces CEO Transition and Business Update Ramy Mahmoud, MD, MPH appointed CEO and to the Board of Directors YARDLEY, Pa.

January 31, 2023 EX-10.3

, 2023, between Peter K. Miller and OptiNose US, Inc.

OptiNose US, Inc., 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 January 30, 2023 Peter K. Miller 237 Orchard Way Wayne, PA 19087 Dear Peter: This letter agreement (this “Letter Agreement”) sets forth then terms and conditions under which OptiNose US, Inc. (the “Company”) hereby engages you Peter K. Miller (“you” or “Consultant” as a consultant to the Company. By signing this letter, you acce

January 31, 2023 EX-10.1

Amended and Restated Employment Agreement, dated January 30, 2023, between OptiNose US, Inc. and Ramy A. Mahmoud

EX-10.1 2 a101amendedandrestatedempl.htm EX-10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 30, 2023 (the “Effective Date”), by and between OptiNose US, Inc., a Delaware corporation (“OptiNose US” and the “Company”), and Ramy A. Mahmoud (“Executive”). WHEREAS, Executive currently serves as the President & Ch

January 19, 2023 SC 13G/A

OPTN / OptiNose Inc / KRUTTSCHNITT THEODORE H III - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* OptiNose, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 68404V100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to W

December 16, 2022 EX-10.1

Consulting Agreement, dated December 16, 2022, between OptiNose US, Inc. and

December 15, 2022 Michele Janis Janis Consulting LLC 131 Magnolia Drive Phoenixville, PA 19460 Dear Michele: This letter agreement (this ?Letter Agreement?) sets forth the terms and conditions under which OptiNose US, Inc.

December 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 14, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

December 15, 2022 EX-99.1

Optinose Appoints Paul Spence as Chief Commercial Officer

Optinose Appoints Paul Spence as Chief Commercial Officer YARDLEY, Pa., Dec. 15, 2022 Optinose (NASDAQ:OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (ENT) and allergy specialists, today announced the appointment of Paul Spence as Chief Commercial Officer. Mr. Spence was most recently the Senior Vice President of the U.S. Commercial Organization at Nestl? Healt

December 15, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 9, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Co

December 15, 2022 EX-10.1

Employment Agreement, dated December 15, 2022, between OptiNose US, Inc. and Paul Spence, Jr.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on December 15, 2022 (the ?Effective Date?), by and between OptiNose US, Inc.

December 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 5, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Co

December 5, 2022 SC 13G

OPTN / OptiNose Inc / ACORN BIOVENTURES, L.P. - OPTINOSE, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OptiNose, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68404V100 (CUSIP Number) November 23, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

December 1, 2022 SC 13G

OPTN / OptiNose Inc / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

November 23, 2022 EX-99.2

Optinose Announces Pricing of Public Offering of Common Stock and Warrants

Optinose Announces Pricing of Public Offering of Common Stock and Warrants YARDLEY, Pa.

November 23, 2022 EX-4.2

Warrant Agency Agreement, dated November 23, 2022, by and between OptiNose, Inc. and Broadridge Corporate Issuer Solutions, Inc.

EXECUTION VERSION WARRANT AGENCY AGREEMENT THIS WARRANT AGENCY AGREEMENT (this ?Warrant Agreement?) is made as of November 23, 2022 (?Issuance Date?), between OptiNose, Inc.

November 23, 2022 424B5

26,320,000 shares of Common Stock Warrants to purchase up to 26,320,000 shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-258707 PROSPECTUS SUPPLEMENT (To Prospectus dated August 31, 2021) 26,320,000 shares of Common Stock and Warrants to purchase up to 26,320,000 shares of Common Stock We are offering 26,320,000 shares of our common stock and warrants to purchase up to 26,320,000 shares of our common stock (and the common stock issuable from time to time upon exe

November 23, 2022 EX-1

AMENDED AND RESTATED JOINT FILING AGREEMENT

Exhibit 1 AMENDED AND RESTATED JOINT FILING AGREEMENT The undersigned acknowledge and agree that the statement on Schedule 13D with respect to the beneficial ownership by the undersigned of the Common Stock of OptiNose, Inc.

November 23, 2022 EX-1.1

Underwriting Agreement, dated November 21, 2022, by and between OptiNose, Inc. and Piper Sandler & Co.

26,320,000 Shares of Common Stock and Warrants to Purchase 26,320,000 Shares of Common Stock OptiNose, Inc.

November 23, 2022 EX-99.1

Optinose Announces Proposed Public Offering of Common Stock and Warrants

Optinose Announces Proposed Public Offering of Common Stock and Warrants YARDLEY, Pa.

November 23, 2022 SC 13D/A

OPTN / OptiNose Inc / MVM Partners, LLC - MVM PARTNERS LLC FORM 13D/A OPTN Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* OPTINOSE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 68404V100 (CUSIP Number) MVM Partners, LLC Old City Hall 45 School Street Boston, MA 02108 Attn: Eric Bednarski Troutman Pepper Hamilton Sanders LLP 400 Berwyn Park 899 Cassatt

November 23, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

November 23, 2022 EX-4.1

Form of Common Stock Warrant issued by OptiNose, Inc. on November 23, 2022

OPTINOSE, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK Warrant No. Number of Shares: Date of Issuance: November 23, 2022 (?Issuance Date?) CUSIP: 68404V118 OptiNose, Inc. a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, or its permitted assigns (the ?Holder?), is entitled, subject to t

November 21, 2022 424B5

shares of Common Stock Warrants to purchase up to shares of Common Stock

The information in this preliminary prospectus supplement is not complete and may be changed.

November 21, 2022 EX-10.1

Amended and Restated Note Purchase Agreement, dated November 21, 2022, among OptiNose US, Inc., OptiNose, Inc., and OptiNose AS, BioPharma Credit PLC, as collateral agent and the purchasers from time to time party thereto

Execution Version NEITHER THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT NOR THE NOTES ISSUED HEREUNDER HAVE BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW.

November 21, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

November 10, 2022 EX-10.6

Fourth Amendment, dated November 9, 2022, to the Note Purchase Agreement, dated September 12, 2019, among OptiNose US, Inc., OptiNose Inc., OptiNose UK Limited and OptiNose AS, BioPharma Credit PLC, as collateral agent and the purchasers from time to time party thereto

Execution Version WAIVER TO NOTE PURCHASE AGREEMENT This Waiver to the Note Purchase Agreement (defined below) (this ?Waiver?), dated as of November 9, 2022 (the ?Effective Date?), is entered into by and among OPTINOSE US, INC.

November 10, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 OPTINOSE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (C

November 10, 2022 EX-10.1

Form of Indemnification Agreement.

INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made as of , 201 by and between OptiNose, Inc.

November 10, 2022 EX-10.2

Third Amendment, dated August 10, 2022, to the Note Purchase Agreement, dated September 12, 2019, among OptiNose US, Inc., OptiNose, Inc., OptiNose UK Limited and OptiNose AS, BioPharma Credit PLC, as collateral agent and the purchasers from time to time party thereto

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT This Third Amendment to the Note Purchase Agreement (defined below) (this ?Amendment?), dated as of August 10, 2022 (the ?Effective Date?), is entered into by and among OPTINOSE US, INC.

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINO

November 10, 2022 EX-99.1

Optinose Reports Third Quarter 2022 Financial Results and Operational Updates Company plans to submit an sNDA for XHANCE as a treatment for chronic sinusitis in early 2023 Physicians Diagnose Chronic Sinusitis 10 Times More Frequently Than XHANCE’s C

Exhibit 99.1 Optinose Reports Third Quarter 2022 Financial Results and Operational Updates Company plans to submit an sNDA for XHANCE as a treatment for chronic sinusitis in early 2023 Physicians Diagnose Chronic Sinusitis 10 Times More Frequently Than XHANCE?s Current Nasal Polyps Indication and there is no FDA-Approved Medication for these Patients Company reports third quarter 2022 XHANCE net r

November 10, 2022 EX-99.2

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n N o v e m b e r 1 0 , 2 0 2 2 Exhibit 99.2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” w

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n N o v e m b e r 1 0 , 2 0 2 2 Exhibit 99.

September 27, 2022 EX-99.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on September 23, 2022 (the ?Effective Date?), by and between OptiNose US, Inc.

September 27, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 23, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization)

September 27, 2022 EX-99.2

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on September 23, 2022, by and between OptiNose US, Inc.

September 23, 2022 EX-10.1

Amendment No.2, dated September 20, 2022, to the Manufacturing Services Agreement, dated December 21, 2018, by and among OptiNose US, Inc. and Advance Mold & Manufacturing, Inc. d/b/a Vision Technical Molding

1 Confidential Portions of this exhibit indicated by bracketed asterisks have been omitted because they are not material and would cause competitive harm to OptiNose, Inc.

September 23, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 20, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (

August 11, 2022 EX-99.1

Optinose Reports Second Quarter 2022 Financial Results and Operational Updates Company reports second quarter XHANCE net revenue of $20.6 million increased 12% compared to second quarter 2021 Company plans to submit an sNDA for XHANCE as a treatment

Exhibit 99.1 Optinose Reports Second Quarter 2022 Financial Results and Operational Updates Company reports second quarter XHANCE net revenue of $20.6 million increased 12% compared to second quarter 2021 Company plans to submit an sNDA for XHANCE as a treatment for chronic sinusitis by the end of 2022 Company expects full year 2022 XHANCE net revenue to be between $85 to $92 million Company expec

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE, I

August 11, 2022 EX-10.2

Form of Indemnification Agreement.

INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made as of , 201 by and between OptiNose, Inc.

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Com

August 11, 2022 EX-10.3

Third Amendment, dated August 10, 2022, to the Note Purchase Agreement, dated September 12, 2019, among OptiNose US, Inc., OptiNose, Inc., OptiNose UK Limited and OptiNose AS, BioPharma Credit PLC, as collateral agent and the purchasers from time to time party thereto

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT This Third Amendment to the Note Purchase Agreement (defined below) (this ?Amendment?), dated as of August 10, 2022 (the ?Effective Date?), is entered into by and among OPTINOSE US, INC.

August 11, 2022 EX-99.2

Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n A u g u s t 1 1 , 2 0 2 2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning

a20220811q2earningsprese Building a Leading ENT / Allergy Specialty Company C o r p o r a t e P r e s e n t a t i o n A u g u s t 1 1 , 2 0 2 2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.

July 13, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

July 13, 2022 EX-99.1

Optinose Announces that XHANCE Significantly Reduced Incidence of Exacerbations for Patients with Chronic Sinusitis in Landmark ReOpen Program XHANCE is the first and only nasal medication ever shown in Phase 3 controlled trials to reduce exacerbatio

Optinose Announces that XHANCE Significantly Reduced Incidence of Exacerbations for Patients with Chronic Sinusitis in Landmark ReOpen Program XHANCE is the first and only nasal medication ever shown in Phase 3 controlled trials to reduce exacerbations for patients with chronic sinusitis Pre-planned analysis of pooled data from the landmark ReOpen trials reveals 66% reduction in sinusitis exacerba

July 8, 2022 EX-99.1

Optinose Announces Additional Positive Results from ReOpen2 and Initial Results from Pooled Analyses of Both Trials in the ReOpen Program Company previously announced positive top-line results from both ReOpen1 and ReOpen2, the landmark trials evalua

Optinose Announces Additional Positive Results from ReOpen2 and Initial Results from Pooled Analyses of Both Trials in the ReOpen Program Company previously announced positive top-line results from both ReOpen1 and ReOpen2, the landmark trials evaluating XHANCE as a treatment for chronic sinusitis Multiple secondary endpoints from ReOpen2 indicate patients treated with XHANCE experienced improvement in symptoms and quality of life when compared to patients treated with placebo In pooled data from ReOpen1 and ReOpen2, XHANCE demonstrated a benefit relative to placebo on CT scans in patients with chronic sinusitis without nasal polyps YARDLEY, Pa.

July 8, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

July 1, 2022 EX-99.1

TERMINATION LETTER

TERMINATION LETTER June 30, 2022 BY ELECTRONIC MAIL OptiNose, Inc. 1020 Stony Hill Road, Suite 300 Yardley, PA 19067 Attn: Michael Marino, Chief Legal Officer Re: Termination of Stockholders? Agreement Dear Mr. Marino: Reference is hereby made to that certain Stockholders? Agreement, dated as of October 2, 2017 (the ?Stockholders? Agreement?), by and among OptiNose, Inc. (the ?Company?) and the Av

July 1, 2022 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

June 13, 2022 EX-99.2

ReOpen2 Clinical Trial Top-Line Results J u n e 1 3 , 2 0 2 2 2 Forward-Looking Statements This presentation and our accompanying remarks contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of

ReOpen2 Clinical Trial Top-Line Results J u n e 1 3 , 2 0 2 2 2 Forward-Looking Statements This presentation and our accompanying remarks contain ?forward-looking statements? within the meaning of the U.

June 13, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commi

June 13, 2022 EX-99.1

Optinose Announces Positive Top-line Results of ReOpen2, its second Phase 3 Clinical Trial of XHANCE for Treatment of Chronic Sinusitis First Ever Phase 3 Program to Show Improvement in Both Symptoms and Inflammation Inside the Sinuses with a Nasal T

Optinose Announces Positive Top-line Results of ReOpen2, its second Phase 3 Clinical Trial of XHANCE for Treatment of Chronic Sinusitis First Ever Phase 3 Program to Show Improvement in Both Symptoms and Inflammation Inside the Sinuses with a Nasal Therapy for Chronic Sinusitis Patients Physicians Diagnose Chronic Sinusitis 10 Times More Frequently Than XHANCE?s Current Nasal Polyps Indication and there is no FDA-Approved Medication for these Patients Conference call and webcast to be held today at 8:30 a.

June 9, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

June 3, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

June 3, 2022 EX-99.1

Optinose Announces Departure of Chief Financial Officer Michele Janis Appointed Acting Chief Financial Officer Anthony Krick Appointed Vice President & Chief Accounting Officer

Optinose Announces Departure of Chief Financial Officer Michele Janis Appointed Acting Chief Financial Officer Anthony Krick Appointed Vice President & Chief Accounting Officer YARDLEY, Pa.

May 12, 2022 EX-10.1

Cooperation Agreement, dated April 25, 2022, by and among OptiNose, Inc. M. Kingdon Offshore Master Fund L.P., Velan Capital Partners LP and certain other affiliated investors listed therein

COOPERATION AGREEMENT This Cooperation Agreement (this ?Agreement?) is made and entered into as of April 25, 2022, by and among OptiNose, Inc.

May 12, 2022 EX-99.1

Optinose Reports First Quarter 2022 Financial Results and Operational Updates Company reports first quarter XHANCE net revenue of $14.8 million increased 35% compared to first quarter 2021 Company expects top-line results from the second of two clini

Exhibit 99.1 Optinose Reports First Quarter 2022 Financial Results and Operational Updates Company reports first quarter XHANCE net revenue of $14.8 million increased 35% compared to first quarter 2021 Company expects top-line results from the second of two clinical trials evaluating XHANCE as a potential treatment for Chronic Sinusitis in June 2022 Conference call and webcast to be held today at

May 12, 2022 EX-10.8

Form of Indemnification Agreement.

INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made as of , 201 by and between OptiNose, Inc.

May 12, 2022 EX-99.2

Building a Leading ENT / Allergy Specialty Company Co r p o r a t e P r e s e n t a t i o n May 1 2 , 2 0 2 2 2 Forward‐Looking Statements This presentation and our accompanying remarks contain “forward‐looking statements” within the meaning of the U

Building a Leading ENT / Allergy Specialty Company Co r p o r a t e P r e s e n t a t i o n May 1 2 , 2 0 2 2 2 Forward?Looking Statements This presentation and our accompanying remarks contain ?forward?looking statements? within the meaning of the U.

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-38241 OPTINOSE,

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Commis

April 26, 2022 EX-99.1

Optinose Announces Appointment of R. John Fletcher to the Board

Optinose Announces Appointment of R. John Fletcher to the Board YARDLEY, Pa., April 26, 2022? Optinose (NASDAQ:OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (ENT) and allergy specialists, today announced that it has appointed R. John Fletcher to its Board of Directors as a Class III director. "We are pleased to welcome John to the Optinose Board of Directors,"

April 26, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 OPTINOSE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38241 42-1771610 (State or Other Jurisdiction of Incorporation or Organization) (Comm

April 26, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

April 26, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 optnproxy2022additionalmat.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista