Wed, Apr 30, 8:44 PM (23 days ago)
**OptiNose, Inc. (OPTN) - 10-K/A Summary** **Company Overview:** OptiNose, Inc. (OPTN) filed an amendment to its 2024 Annual Report on Form 10-K/A. The amendment includes updates to Part III, the cover page, and exhibits. The company is undergoing a merger with Paratek Pharmaceuticals, Inc., expected to close in Q2 2025. OPTN's stock will be converted into cash and contingent value rights (CVRs) upon merger completion. **Financial Performance:** The amendment does not provide updated financial statements but references the original 2024 Annual Report on Form 10-K for financial data. **Executive Compensation:** - **Ramy A. Mahmoud, M.D., M.P.H. (CEO):** Total compensation of $4,696,833 in 2024, including a base salary of $712,800, bonuses, and equity awards. - **Michael F. Marino (CLO):** Total compensation of $1,986,437 in 2024, including a base salary of $471,337 and equity awards. - **Paul Spence (CCO):** Total compensation of $1,850,650 in 2024, including a base salary of $452,400 and equity awards. **Director Compensation:** Directors received cash retainers and stock options, with amounts varying based on roles and committee memberships. **Stock Ownership:** Key shareholders include entities affiliated with FMR LLC, Nantahala Capital Management, and MVM Partners, among others. **Risk Factors and Future Outlook:** The company faces risks related to the merger, regulatory approvals, and market conditions. The merger is expected to provide strategic benefits and financial stability. **Corporate Governance:** The board comprises independent directors, with committees focused on audit, compensation, and governance. The company maintains policies on related party transactions, executive compensation recovery, and insider trading. **Stock Performance:** As of June 28, 2024, the aggregate market value of OPTN's common stock held by non-affiliates was approximately $139.8 million. The number of shares outstanding was 10,127,381 as of April 21, 2025. **Conclusion:** OptiNose is navigating a significant merger with Paratek, which is expected to reshape its market position and financial outlook. The company maintains robust corporate governance practices and has provided detailed executive and director compensation data.