optn-20231218

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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

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(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-38241	42-1771610
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

1020 Stony Hill Road, Suite 300

Yardley, Pennsylvania 19067

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

OPTN

Nasdaq Global Select Market

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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.

Item 1.01 Entry Into a Material Definitive Agreement

On December 18, 2023, OptiNose US, Inc. ("Optinose") entered into Amendment No. 1 (the "Amendment") to its Supply Agreement, dated July 1, 2017 (the "Supply Agreement") with Hovione Inter Ltd (“Hovione”). The Supply Agreement sets forth the terms and conditions pursuant to which Hovione manufactures and supplies fluticasone propionate, the active pharmaceutical ingredient included in XHANCE®, to Optinose. Pursuant to the Amendment, among other changes:

•the term of the Supply Agreement was extended to December 31, 2026;

•the annual volume tiers and associated pricing for fluticasone propionate quantities were modified, including the addition of an annual sourcing fee payable by Optinose; and

•Optinose may now also terminate the Supply Agreement without cause provided that it pays a specified termination fee.

The Supply Agreement, as amended, does not require Optinose to purchase any minimum quantity of fluticasone propionate.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

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/ Michael F. Marino
						Michael F. Marino
						Chief Legal Officer

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Description
10.1*						Amendment No. 1, dated December 18, 2023, to Supply Agreement, dated July 1, 2017, between OptiNose US, Inc. and Hovione Inter Ltd.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this exhibit (indicated by asterisks "[**]") have been omitted in compliance with Item 601 of Regulation S-K.