Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On December 1, 2020, the Board of Directors (the "Board") of OptiNose, Inc. (the
"Company") appointed Tomas J. Heyman as a member of the Board. Mr. Heyman was
appointed as a Class I director, with an initial term expiring at the 2021
annual meeting of stockholders.
Mr. Heyman will be compensated for his service on the Board in accordance with
the Company's non-employee director compensation policy. Additionally, Mr.
Heyman entered into the Company's standard indemnification agreement for
directors and officers, the form of which was filed as an exhibit to the
Company's registration statement on Form S-1 (Registration No. 333-220515), and
will be covered by the Company's directors' and officers' insurance policy.
There is no arrangement or understanding between Mr. Heyman and any other person
pursuant to which Mr. Heyman was appointed as a director. Except as described
herein, there are no existing or currently proposed transactions to which the
Company or any of its subsidiaries is a party and in which Mr. Heyman has a
direct or indirect material interest.
Additionally, effective as the close of the regularly scheduled Board meeting to
be held on December 11, 2020, Mr. William F. Doyle will be resigning from the
Board and as a member of the Board's Nominating & Corporate Governance
committee. Mr. Doyle's resignation was not due to any disagreement with the
Company on any matter relating to its operations, policies or practices. The
Company thanks Mr. Doyle for his service and valuable contributions to the
Company.
Item 7.01 Regulation FD Disclosure.
On December 1, 2020, the Company issued a press release announcing the
appointment of Thomas J. Heyman to the Company's Board of Directors and the
resignation of William F. Doyle from the Board. A copy of the press release is
attached as Exhibit 99.1 to this report and is incorporated herein by reference.
* * *
The information included in Item 7.01 (including Exhibit 99.1) of this Form 8-K,
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any Company filing under the Securities Act or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press release, dated December 1, 2020, issued by OptiNose, Inc.
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