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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
__________________________________________________________________________________________

optinoselogorgba31.jpg
OPTINOSE, INC.
(Exact Name of Registrant as Specified in its Charter)
____________________________________________________________________________________________
Delaware001-3824142-1771610
(State or Other Jurisdiction of Incorporation or Organization)(Commission File No.)(I.R.S. Employer Identification No.)

777 Township Line Road, Suite 300
Yardley, Pennsylvania 19067
(Address of principal executive offices and zip code)

(267) 364-3500
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
____________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐Emerging growth company
☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareOPTNNasdaq Global Select Market





Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2024, OptiNose, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") at the Company's office, 777 Township Line Road, Suite 300, Yardley, Pennsylvania. As of April 9, 2024, the record date for the Annual Meeting, there were 113,038,726 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 89,209,388, or 78.9%, were present in person or represented by proxy, which constituted a quorum.

At the Meeting, the shareholders: (1) re-elected each of the Company’s three nominees as Class I directors; (2) approved, by non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting; and (3) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

Proposal 1:    To elect three directors to the Company's Board of Directors, each to serve until the Company's 2027 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified.

Votes ForWithheldBroker Non-Votes
Ramy A. Mahmoud 81,689,158862,9086,657,322
Tomas J. Heyman66,940,23115,611,6496,657,322
Kyle Dempsey81,364,7241,187,3426,657,322


Proposal 2:    To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement for the Annual Meeting.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
81,216,1071,294,77841,1816,657,322



Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
88,366,337822,57120,480N/A



Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No. Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
   
  OptiNose, Inc.
By: /s/ Anthony J. Krick
  Anthony J. Krick
  Chief Accounting Officer
Date: June 6, 2024


v3.24.1.1.u2
Cover
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 06, 2024
Entity Registrant Name OPTINOSE, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38241
Entity Tax Identification Number 42-1771610
Entity Address, Address Line One 777 Township Line Road
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Yardley
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19067
City Area Code 267
Local Phone Number 364-3500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol OPTN
Entity Central Index Key 0001494650
Amendment Flag false
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