OptiNose, Inc. Announces Special Meeting Vote Results

Strategic Insights -

OptiNose, Inc., a company based in Yardley, Pennsylvania, held a special meeting of stockholders on May 16, 2025, to vote on several proposals related to its potential merger with Paratek Pharmaceuticals, Inc. According to the company's Form 8-K filing with the U.S. Securities and Exchange Commission, the meeting was attended by a quorum of 8,406,605 shares of the company's common stock.

The voting results showed that the Merger Agreement Proposal, which aimed to adopt the Agreement and Plan of Merger dated March 19, 2025, was approved by the company's common stockholders, receiving the affirmative vote of approximately 77.96% of the shares of the company's common stock outstanding and entitled to vote at the Special Meeting. Additionally, the Advisory Compensation Proposal, which aimed to approve the compensation that may be paid or become payable to the company's named executive officers in connection with the consummation of the Merger, was also approved, receiving the affirmative vote of approximately 81.65% of the votes cast by holders of company common stock present or represented and voting at the Special Meeting.

The company also solicited proxies for a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Merger Agreement Proposal (the "Adjournment Proposal"). However, since there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, the Adjournment Proposal was unnecessary and not submitted to the Company's stockholders for approval at the Special Meeting.

Key Takeaways:

  • The Merger Agreement Proposal, which aimed to adopt the Agreement and Plan of Merger dated March 19, 2025, was approved by the Company's common stockholders with approximately 77.96% of the affirmative vote.
  • The Advisory Compensation Proposal, which aimed to approve the compensation that may be paid or become payable to the Company's named executive officers in connection with the consummation of the Merger, was approved by the Company's common stockholders with approximately 81.65% of the votes cast.
  • The Adjournment Proposal, which aimed to approve one or more adjournments of the Special Meeting, was unnecessary and not submitted to the Company's stockholders for approval due to sufficient votes in favor of the Merger Agreement Proposal.
  • The Company received approximately 77.96% affirmative vote from its stockholders for the Merger Agreement Proposal and 81.65% affirmative vote for the Advisory Compensation Proposal.
  • The quorum for the Special Meeting was represented by 8,406,605 shares of the Company's common stock.
  • The Company's Chief Financial Officer, Terry Kohler, signed the report on May 16, 2025.

Statistics:

  • 7,895,529 votes were cast in favor of the Merger Agreement Proposal.
  • 510,861 votes were cast against the Merger Agreement Proposal.
  • 215 abstentions were recorded for the Merger Agreement Proposal.
  • 2,373,566 shares did not vote (broker non-votes) on the Merger Agreement Proposal.
  • 6,863,807 votes were cast in favor of the Advisory Compensation Proposal.
  • 1,297,983 votes were cast against the Advisory Compensation Proposal.
  • 244,815 abstentions were recorded for the Advisory Compensation Proposal.
  • 2,308,899 shares did not vote (broker non-votes) on the Advisory Compensation Proposal.

Sources:

  • Form 8-K filing with the U.S. Securities and Exchange Commission dated May 16, 2025, available at https://www.sec.gov/Archives/edgar/data/38241/000003823521000001/optn-20250516x00008k.htm
  • OptiNose, Inc.'s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 15, 2025, available at https://www.sec.gov/Archives/edgar/data/38241/000003823521000000/optn-20250516x00001.htm