Paratek Pharmaceuticals and Optinose, Inc. announced they have entered into a definitive merger agreement under which Paratek will acquire Optinose, including its approved product XHANCE^® (fluticasone propionate). The transaction value is up to $330 million, with consideration payable to shareholders of up to $14 per share, including the payment of contingent value rights (CVRs) tied to future commercial milestones. This acquisition expands Paratek’s commercial portfolio beyond its flagship antibiotic, NUZYRA^® (omadacycline), and strengthens its position as a multi-product company focused on innovative specialty therapies for primary care providers and specialists, addressing important medical health threats.

XHANCE is an innovative, drug-device combination product approved for the treatment of CRS with or without nasal polyps. By optimally targeting the site of inflammation with a proven corticosteroid using its proprietary Exhalation Delivery System™ (EDS^®), XHANCE addresses a significant unmet clinical need, improving CRS symptoms with the potential to avoid and/or delay more invasive or expensive treatment options. Originally approved in 2017 for CRS with nasal polyps with a commercial focus on ear, nose, and throat (ENT) and allergy specialists, the XHANCE label was broadened in 2024 to include an additional indication for CRS without nasal polyps. This approval expanded the potential addressable market ~10-fold, the majority of which is treated by primary care providers.

Over the past 15 months, Paratek has significantly expanded its primary care field force to have a national footprint. Paratek will leverage its expanded commercial infrastructure along with existing Optinose specialist sales expertise to accelerate awareness and adoption of XHANCE among both ENT and allergy specialists and primary care providers.

“With its recent label expansion, XHANCE is now the first and only product approved for patients with CRS with or without nasal polyps. The XHANCE indications represent overlapping call points with NUZYRA, creating opportunities for Paratek to broaden reach and awareness beyond specialists to primary care providers that Paratek is uniquely suited to maximize. Importantly, the majority of the primary care physicians Paratek calls on for NUZYRA and its approved indications are also treating patients with CRS, offering a key overlap in targets for our salesforce,” said Evan Loh, MD, Chief Executive Officer of Paratek. “This transaction creates a stronger platform for future product acquisitions as we leverage our capabilities and further expand our portfolio.”

Ramy Mahmoud, MD, MPH, Chief Executive Officer of Optinose, said, “We have long recognized the potential of XHANCE to transform how CRS is treated. We have been exploring opportunities to make more patients and doctors aware of XHANCE and the benefits it can offer to patients suffering from this common condition. Paratek, with its robust commercial and medical capabilities, has the potential to rapidly extend awareness of XHANCE to primary care providers who treat the majority of patients with CRS. We are excited about the many ways in which this transaction creates opportunities for XHANCE to help more patients achieve better symptom control while creating near- and long-term value for Optinose’s shareholders."

Under the terms of the agreement, Paratek will acquire all of Optinose’s outstanding shares for $9 per share in cash, plus up to $5 per share in CVRs payable in the event that certain net revenue milestones are achieved by XHANCE. Pursuant to the CVRs, Paratek would pay $1 per share if XHANCE achieves $150M in net sales in any calendar year prior to December 31, 2028, and $4 per share if XHANCE achieves $225M in net sales in any calendar year prior to December 31, 2029. The upfront consideration of $9 per share represents a 50% premium to Optinose’s closing trading price on March 19, 2025.

The transaction will be financed with capital from Paratek, B-FLEXION Life Sciences, and Novo Holdings, and debt financing from funds managed by Oaktree Capital Management, L.P. (“Oaktree”).

The Boards of both Paratek and Optinose have unanimously approved the transaction. It is expected to close as early as mid-2025, subject to customary closing conditions, including approval by Optinose shareholders and receipt of required regulatory clearances, if applicable. Upon completion, Optinose’s common stock will be delisted from the NASDAQ Global Market.