Form 4: OptiNose CEO Ramy Mahmoud Reports Disposal of Shares and Stock Options Following Merger with Paratek Pharmaceuticals

Ramy Mahmoud, CEO of OptiNose, reports the disposal of common stock and stock options due to the merger with Paratek Pharmaceuticals, where OptiNose became a wholly-owned subsidiary of Paratek.

Summary

• Ramy Mahmoud, the CEO of OptiNose, filed a Form 4 detailing changes in beneficial ownership following the merger of OptiNose with Paratek Pharmaceuticals on May 21, 2025.
• As a result of the merger, Mahmoud disposed of 303,176 shares of common stock and 11,494 shares held indirectly through The Ramy Mahmoud 2014 Trust for Cynthia Mahmoud.
• Additionally, various stock options with exercise prices ranging from $5.77 to $240 were disposed of.
• The merger agreement stipulated that OptiNose shareholders would receive $9.00 in cash and one Contingent Value Right (CVR) per share, potentially entitling them to up to $5.00 in additional cash payments upon achievement of specified milestones.
• Vested Restricted Stock Units (RSUs) were canceled, with holders receiving cash and CVRs, while unvested RSUs were canceled with consideration vesting at the same time as the original vesting schedule.
• Stock options were converted into the right to receive cash equal to the difference between $9.00 and the exercise price, with certain options being canceled or converted into CVRs depending on their exercise price.

Sentiment

Score: 6

Explanation: The document is a factual report of a merger transaction. The sentiment is neutral, reflecting the completion of a pre-defined agreement. The CVR component introduces a slightly positive element, as it offers potential future value.

Future Outlook

The document outlines the financial implications for OptiNose shareholders and option holders following the merger with Paratek, including potential future payments based on the achievement of milestones tied to the CVR.

Industry Context

The merger reflects a trend of consolidation in the pharmaceutical industry, where companies combine to leverage synergies, expand product portfolios, and enhance market position.

Comparison to Industry Standards

• Mergers in the pharmaceutical industry often involve cash and contingent value rights (CVRs) as part of the consideration, similar to the OptiNose-Paratek deal.
• CVRs are used to align the interests of the acquiring and acquired companies, providing additional payments based on the achievement of specific milestones, such as regulatory approvals or sales targets.
• Comparable deals include Sanofi's acquisition of Principia Biopharma, which also involved CVRs tied to the development of a drug candidate.

Stakeholder Impact

• Shareholders received $9.00 in cash and a CVR, potentially worth up to $5.00 more.
• Option holders received cash for options with exercise prices below $9.00, and CVRs for options with exercise prices between $9.00 and $14.00.
• Employees with RSUs received cash and CVRs, with unvested RSUs continuing to vest according to their original schedule.

Key Dates

Keywords

OptiNose, Paratek Pharmaceuticals, Merger, Form 4, Beneficial Ownership, Stock Options, CVR, Ramy Mahmoud