Optinose Announces 1-for-15 Reverse Stock Split

Rhea-AI Summary

Optinose (NASDAQ: OPTN) has announced a 1-for-15 reverse stock split effective December 30, 2024, at 5:00 p.m. EST. The company's common stock will trade on a split-adjusted basis starting December 31, 2024, under the same symbol 'OPTN' but with a new CUSIP number. This strategic move aims to regain compliance with Nasdaq's $1.00 minimum closing bid price requirement.

The reverse split will reduce outstanding shares from 150,829,507 to approximately 10,055,300. All outstanding options, warrants, and shares reserved for future issuance will be proportionally adjusted. Stockholders will receive cash for any fractional shares based on the closing price on December 30, 2024. The split was approved by stockholders on December 23, 2024, and will not affect stockholders' ownership percentages.

Positive

• Strategic action to maintain Nasdaq listing compliance
• No change in stockholders' ownership percentage

Negative

• Indicates struggle to maintain minimum share price requirement
• Additional costs for cash settlement of fractional shares

Insights

Financial Analyst

This reverse stock split represents a critical financial maneuver aimed at maintaining Optinose's Nasdaq listing. The 1-for-15 consolidation will artificially boost the share price by reducing the outstanding shares from 150.8 million to approximately 10.1 million. While this doesn't change the company's fundamental value or market cap, it's a defensive move to avoid delisting by meeting Nasdaq's minimum $1 bid price requirement.

The timing and ratio selection are strategic - choosing a moderate 1-for-15 rather than a more extreme ratio suggests management's attempt to balance compliance needs with market perception. For investors, this consolidation typically signals financial distress, as healthy companies rarely need such measures. The cash settlement for fractional shares could lead to minor selling pressure, while the reduced float might increase volatility.

Think of this like combining 15 smaller apartments into one larger unit - the total square footage remains unchanged, but the price per unit increases. For retail investors, this means each share will be worth 15 times more, but they'll own 15 times fewer shares.

Market Research Analyst

The market implications of this reverse split extend beyond mere compliance. Historical data shows that companies executing reverse splits often face challenging aftermarket performance, with increased volatility and potential negative sentiment.

Key concerns include:

• Reduced trading volume due to the lower share count could impact liquidity
• Higher per-share price may deter small retail investors
• Institutional investors often view reverse splits as a red flag

The adjustment of options and warrants maintains holder value but could lead to complex trading dynamics as market makers adjust their positions. The maintenance of authorized share count despite the reduced outstanding shares suggests potential future dilution capacity, which warrants monitoring. This restructuring, while necessary for listing compliance, typically precedes either a significant turnaround attempt or continued deterioration.

YARDLEY, Pa., Dec. 26, 2024 (GLOBE NEWSWIRE) -- Optinose, Inc. (NASDAQ: OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (ENT) and allergy specialists, today announced that it will effect a 1-for-15 reverse stock split at 5:00 p.m. Eastern Standard Time, on December 30, 2024. Beginning with the opening of trading on December 31, 2024, Optinose’s common stock will trade on the Nasdaq Global Select Market (“Nasdaq”) on a split-adjusted basis under a new CUSIP number 68404V209 and Optinose’s existing trading symbol “OPTN.”

The reverse stock split is intended to enable Optinose to regain compliance with the $1.00 minimum closing bid price required for continued listing on Nasdaq.

At a special meeting of stockholders held on December 23, 2024, Optinose’s stockholders approved the proposal to authorize Optinose’s Board of Directors (the “Board”) to file an amendment to Optinose’s fourth amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effect a reverse stock split within a range of 1-for-10 to a maximum of 1-for-100. The specific 1-for-15 ratio was subsequently approved by the Board and the reverse stock split will be effected by filing a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. No further action is required by any stockholders in connection with approving or effecting the reverse stock split.

The reverse stock split will affect all issued and outstanding shares of Optinose’s common stock. At the effective time of the reverse stock split, the number of shares of common stock issued and outstanding will be reduced from 150,829,507 shares to approximately 10,055,300 shares. All outstanding options and warrants entitling their holders to purchase shares of Optinose’s common stock will be adjusted as a result of the reverse stock split, as required by the terms of each security. The number of shares reserved for future issuance pursuant to Optinose’s 2010 Stock Incentive Plan and the number of shares reserved for future issuance pursuant to Optinose’s 2017 Employee Stock Purchase Plan also will be appropriately adjusted. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of Optinose’s shares (except to the extent that the reverse stock split would result in some of the stockholders receiving cash in lieu of fractional shares). Stockholders will receive cash in lieu of fractional shares based on the closing price per share of Optinose’s common stock as quoted on Nasdaq on December 30, 2024. The reverse stock split will not reduce the number of authorized shares of common stock or preferred stock or change the par values of Optinose’s common stock (which will remain at $0.001 per share) or preferred stock (which will remain at $0.001 per share).

Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”) is acting as the exchange agent and transfer agent for the reverse stock split. Broadridge will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for post-split shares in book-entry form and receiving payment for any fractional shares.

Additional information about the reverse stock split can be found in Optinose’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on December 12, 2024. The Proxy Statement is available at www.sec.gov or at Optinose’s website at www.optinose.com.

About Optinose

Optinose is a specialty pharmaceutical company focused on serving the needs of patients cared for by ear, nose and throat (ENT) and allergy specialists. To learn more, please visit www.optinose.com or follow us on X and LinkedIn.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Statements in this press release that are not statements of historical fact are forward-looking statements. Words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include statements concerning, among other things, the reverse stock split and the timing thereof and expectations related thereto; and other statements that are not historical fact.

Optinose may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause Optinose’s actual results to differ materially from the results described in or implied by the forward-looking statements. Some factors that may cause Optinose’s actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are described under the heading “Risk Factors” in Optinose’s most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”), in Optinose’s other filings with the SEC, and in Optinose’s future reports to be filed with the SEC and available at www.sec.gov. Forward-looking statements contained in this news release are made as of this date. Unless required to do so by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Optinose Investor Contact
Jonathan Neely
jonathan.neely@optinose.com
267.521.0531

FAQ

When will OPTN's 1-for-15 reverse stock split take effect?

The reverse stock split will take effect on December 30, 2024, at 5:00 p.m. Eastern Standard Time, with split-adjusted trading beginning December 31, 2024.

How many shares will OPTN have outstanding after the reverse split?

After the reverse split, OPTN's outstanding shares will reduce from 150,829,507 to approximately 10,055,300 shares.

Why is Optinose implementing a reverse stock split?

Optinose is implementing the reverse split to regain compliance with Nasdaq's $1.00 minimum closing bid price requirement for continued listing.

What happens to fractional shares in OPTN's reverse split?

Stockholders will receive cash in lieu of fractional shares based on OPTN's closing price on December 30, 2024.

Will OPTN's reverse split affect stockholder ownership percentages?

No, the reverse split will not affect stockholders' ownership percentages, except for minimal adjustments due to fractional shares.