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OptiNose , Inc. (NASDAQ:OPTN), a pharmaceutical company with a market capitalization of $97.32 million and impressive gross profit margins of 90.5%, announced today that its shareholders have approved a merger agreement with Paratek Pharmaceuticals (NASDAQ:PRTK), Inc., as well as related compensation arrangements for its executives. According to InvestingPro analysis, the company has been facing profitability challenges, with negative earnings of $2.67 per share in the last twelve months. The special meeting of stockholders, which took place on Friday, resulted in the approval of the merger with approximately 77.96% of the shares outstanding and entitled to vote at the meeting supporting the agreement.
The merger, which was first announced on March 19, 2025, involves OptiNose becoming a wholly owned subsidiary of Paratek. The announcement comes as OptiNose has shown strong momentum, with InvestingPro data showing a 45.9% price return over the past six months. As part of the merger plan, an advisory vote also took place regarding the compensation that may be paid to OptiNose’s named executive officers in connection with the consummation of the merger. The compensation proposal received approximately 81.65% of the votes cast in favor.
The voting results were as follows for the merger agreement proposal: 7,895,529 votes for, 510,861 votes against, and 215 abstentions. There were no broker non-votes recorded for this proposal. For the advisory compensation proposal, the votes were 6,863,807 for, 1,297,983 against, and 244,815 abstentions, with no broker non-votes.
The third proposal, which would have allowed for the adjournment of the special meeting if necessary to solicit additional proxies, was not presented to the stockholders as the merger agreement proposal received sufficient votes for approval.
The merger is subject to customary closing conditions, including regulatory approvals. OptiNose has not disclosed any further details on the expected timeline for the completion of the merger. InvestingPro subscribers can access a comprehensive analysis of OptiNose’s financial health, including detailed metrics and expert insights available in the Pro Research Report, which covers over 1,400 US stocks.
This news is based on a press release statement and reflects the current state of affairs of OptiNose, Inc. as of the date of the special meeting. The company cautions that forward-looking statements contained in the communication are subject to various risks and uncertainties, and there can be no assurance that the proposed transaction will be completed as planned or within the expected timeframe.
In other recent news, Optinose has entered into a definitive agreement to be acquired by Paratek Pharmaceuticals for a transaction value that could reach up to $330 million. This deal includes an upfront cash payment of $9 per share, with additional contingent value rights that could increase the total to $14 per share. The acquisition aims to expand Paratek’s portfolio with XHANCE, Optinose’s drug-device combination product, which recently expanded its label to include chronic rhinosinusitis without nasal polyps. This label expansion significantly increases the market potential of XHANCE, now addressing an estimated patient population of around 10 million.
In related developments, Lake Street Capital Markets downgraded Optinose’s stock rating from Buy to Hold, adjusting the price target to $9.00 from the previous $17.00. The downgrade reflects sustainability challenges faced by Optinose as a single-product company and the impact of its recent third-quarter 2024 report. The sale of XHANCE to Paratek is seen as a strategic move to align the product with a specialized commercial team. The transaction, expected to close by mid-2025, is pending customary closing conditions, including Optinose shareholder approval and regulatory clearances. Both companies’ Boards have unanimously approved the merger.
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