Optinose Shareholders Await Payouts Following Acquisition Closure

The acquisition of Optinose by Paratek Pharmaceuticals has been completed, resulting in the company's delisting from public markets. Former shareholders now hold a combination of upfront cash and future payment rights contingent on the commercial performance of the nasal spray XHANCE. This transaction concludes a strategic repositioning effort.

Finalized in May 2025, the merger led to the immediate delisting of Optinose from the Nasdaq. Shareholders received a definitive cash payment and non-tradable contingent value rights (CVRs) tied to future revenue targets.

The financial terms for former Optinose equity holders are as follows:
* Initial Cash Payment: USD 9.00 per share, paid upon deal closure.
* Potential Additional Value: Up to USD 5.00 per share via CVRs, dependent on net sales milestones for XHANCE.
* First Sales Target: A USD 1.00 per share payout is triggered if the product achieves USD 150 million in net sales by December 31, 2028.
* Second Sales Target: A further USD 4.00 per share payout requires reaching USD 225 million in net sales by December 31, 2029.

Should investors sell immediately? Or is it worth buying Optinose?

Strategic Rationale and Path Forward

For Paratek Pharmaceuticals, this acquisition represents a strategic expansion beyond its core antibiotic business, which has been anchored by NUZYRA. The integration of XHANCE is aimed at establishing a stronger presence in the chronic rhinosinusitis treatment market.

The company's strategy leverages its existing commercial infrastructure to increase adoption of XHANCE among otolaryngologists, allergists, and primary care physicians. Management anticipates that this approach will significantly enhance its footprint in a high-patient-volume therapeutic area.

With the CVRs being non-tradable, former Optinose investors must monitor Paratek's financial reports to track progress toward the specified revenue goals. The realization of the remaining value is entirely dependent on the commercial execution under the new ownership. The initial deadline to achieve the first USD 150 million sales milestone is December 31, 2028. The central question remains whether Paratek can successfully unlock the full market potential of the XHANCE asset to meet these thresholds.