0001494650-23-000079 | 10-Q | XBRL Viewer

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Basis of Presentation and Summary of Significant Accounting Policies - Antidilutive Shares Excluded From Computation of Net Loss Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share
Securities excluded from computation of net loss per common share (in shares)	45,832,200	15,747,941
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share
Securities excluded from computation of net loss per common share (in shares)	10,634,934	10,462,195
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share
Securities excluded from computation of net loss per common share (in shares)	2,429,266	2,785,746
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share
Securities excluded from computation of net loss per common share (in shares)	32,768,000	2,500,000

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current LiabilitiesAccrued expenses and other current liabilities consisted of:


	June 30, 2023		December 31, 2022
Accrued expenses:
Selling, general and administrative expenses	$	3,571	$	3,799
Research and development expenses	468		1,298
Payroll expenses	5,328		7,888
Product revenue allowances	16,249		27,993
Other	1,407		1,915
Total accrued expenses	27,023		42,893
Other current liabilities:
Lease liability	1,400		1,971
Total other current liabilities	1,400		1,971
Total accrued expenses and other current liabilities	$	28,423	$	44,864

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net income (loss)	$ (16,224)	$ (44,730)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	179	256
Stock-based compensation	3,024	5,444
Change in fair value of warrant liability	(10,390)	0
Amortization of debt discount and issuance costs	825	1,065
Changes in operating assets and liabilities:
Accounts receivable	11,804	9,683
Prepaid expenses and other assets	1,856	446
Inventory	1,672	950
Accounts payable	1,191	1,810
Accrued expenses and other liabilities	(16,953)	(7,397)
Cash used in operating activities	(23,016)	(32,473)
Investing activities:
Purchases of property and equipment	(79)	(50)
Cash used in investing activities	(79)	(50)
Financing activities:
Cash paid for financing costs	(3)	27
Proceeds from issuance of common stock under employee stock purchase plan	164	249
Cash provided by financing activities	161	276
Effects of exchange rate changes on cash and cash equivalents	0	3
Net decrease in cash, cash equivalents and restricted cash	(22,934)	(32,244)
Cash, cash equivalents and restricted cash at beginning of period	94,244	110,515
Cash, cash equivalents and restricted cash at end of period	71,311	78,271
Supplemental disclosure of cash flow information:
Cash paid for interest	8,656	7,066
Supplemental disclosure of noncash activities:
Fixed asset purchases within accounts payable and accrued expenses	0	18
Recognition of right-of-use assets and lease liabilities	$ 221	$ 287

Stockholders' Equity - Warrants Outstanding (Details)	Jun. 30, 2023 $ / shares shares
Warrants Expiring November 15, 2024
Class of Stock
Number of warrants outstanding (in shares) \| shares	2,500,000
Warrants exercise price (in USD per share) \| $ / shares	$ 1.60
Warrants Expiring November 23, 2027
Class of Stock
Number of warrants outstanding (in shares) \| shares	30,268,000
Warrants exercise price (in USD per share) \| $ / shares	$ 2.565

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Fair Value Measurements - Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Liabilities
Warrant Liability	$ 11,100
Total Liabilities	11,100
Level 1
Liabilities
Warrant Liability	0
Total Liabilities	0
Level 2
Liabilities
Warrant Liability	0
Total Liabilities	0
Level 3
Liabilities
Warrant Liability	11,100
Total Liabilities	$ 11,100

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment
Depreciation	$ 105	$ 137	$ 178	$ 255
Inventory
Property, Plant and Equipment
Depreciation			629
Prepaid expenses and other assets
Property, Plant and Equipment
Depreciation			$ 4

Employee Benefit Plans	6 Months Ended
Employee Benefit Plans	Jun. 30, 2023
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit PlansFor US employees, the Company maintains a defined contribution 401(k) retirement plan. As of June 30, 2023, $83 was recorded in accrued liabilities related to the Company match. The Company's contributions are made in cash.The Company also maintains a severance benefit plan for employees that is governed by the Employee Retirement Income Security Act of 1974. The severance benefit plan provides severance benefits to eligible employees who are involuntarily terminated from their jobs for reasons other than cause, disability, or death.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Inventory (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following:


	June 30, 2023		December 31, 2022
Raw materials	$	1,927	$	1,691
Work-in-process	3,934		5,010
Finished goods	1,871		2,742
Total inventory	$	7,732	$	9,443

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company applies the guidance in ASC 820, Fair Value Measurements, to account for financial assets and liabilities measured on a recurring basis. Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.

The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires that fair value measurements be classified and disclosed in one of the following 3 categories:

Level l: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full te1m of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. There were no transfers between Level I, 2 and 3 during the three months ended June 30, 2023.

The table below presents the liabilities (in thousands) measured and recorded in the financial statements at fair value on a recurring basis at June 30, 2023 categorized by the level of inputs used in the valuation of each liability.


	June 30, 2023
	Total		Level 1		Level 2		Level 3
Liabilities
Warrant Liability	$	11,100	$	—	$	—	$	11,100
Total Liabilities	$	11,100	$	—	$	—	$	11,100

Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis

Warrant Liability

The reconciliation of the Company's warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands):



	Warrant Liability
Balance, December 31, 2022	$	21,490
Warrants issued	—
Change in fair value of liability	(10,390)
Balance, June 30, 2023	$	11,100

Assumptions Used in Determining Fair Value of Liability-Classified Warrants

The Company utilizes a Monte Carlo simulation valuation model which incorporates assumptions as to the stock price volatility, the expected life of the warrants, a risk-free interest rate, as well as timing and probability of equity financing. The Company values the Warrant Liability at each reporting period, with changes in fair value recognized in the consolidated statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. The inputs and values were as follows:



	June 30, 2023			December 31, 2022
Stock price	$	1.23		$	1.85
Strike price	$	2.57		$	2.57
Expected volatility	45.0		%	45.0		%
Risk-free interest rate	4.2		%	3.8		%
Expected dividend yield	—		%	—		%
Expected life (years)	4.40			4.90
Fair value per warrant	$	0.37		$	0.71

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-based Compensation - Restricted Stock Units Activity (Details) - Restricted stock units	6 Months Ended
	Jun. 30, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	1,477,660
Granted (in shares)	1,627,174
Vested and settled (in shares)	(479,248)
Expired/ forfeited/ canceled (in shares)	(196,320)
Ending balance (in shares)	2,429,266
Expected to vest at end of period (in shares)	2,429,266

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with US generally accepted accounting principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB).

In the opinion of management, the accompanying unaudited interim financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the financial statements) considered necessary to present fairly the Company's financial position as of June 30, 2023 and its results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The unaudited interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2022 contained in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 7, 2023.

Use of estimates

The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and reported amounts of expenses during the reporting period. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited interim consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company generally invests its cash in deposits with high credit quality financial institutions. Additionally, the Company performs periodic evaluations of the relative credit standing of these financial institutions.

Customer and supplier concentration

The Company has exposure to credit risk in accounts receivable from sales of product. XHANCE is sold to wholesale pharmaceutical distributors and preferred pharmacy network (PPN) partners, who, in turn, sell XHANCE to pharmacies, hospitals and other customers. Five customers represented approximately 64% and 40% of the Company's accounts receivable at June 30, 2023 and 2022, respectively. Five customers represented approximately 42% and 26% of the Company's net product sales for the three months ended June 30, 2023 and 2022, respectively. Five customers represented approximately 34% and 29% of the Company's net product sales for the six months ended June 30, 2023 and 2022, respectively.

The Company purchases XHANCE and its components from several third-party suppliers and manufacturing partners, certain of which are available through a single source. Although the Company could obtain each of these components from alternative third-party suppliers, it would need to qualify and obtain FDA approval for another supplier as a source for each such component. The Company has initiated the process of qualifying an alternate third-party supplier for select components of XHANCE. Alternate third party suppliers of XHANCE components are subject to qualification and approval from the FDA.

Fair value of financial instruments

The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The FASB accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, the Company uses quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. The fair value hierarchy is broken down into three levels based on the source of the inputs as follows:

•Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2 — Valuations based on observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement.

At June 30, 2023 and 2022, the Company's financial instruments included cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and certain liability classified warrants. The carrying amounts reported in the Company's financial statements for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates their respective fair values because of the short-term nature of these instruments. In addition, at June 30, 2023, the Company believed the carrying value of debt approximates fair value as the interest rates were reflective of the rate the Company could obtain on debt with similar terms and conditions. At June 30, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants.

In November 2022, the Company issued warrants in connection with a public offering. Pursuant to the terms of the warrant agreement, the Company could be required to settle the warrants in cash in the event of an acquisition of the Company and, as a result, the warrants are required to be measured at fair value and reported as liability in the consolidated balance sheet. The Company recorded the fair value of the warrants upon issuance using a Monte Carlo simulation and is required to revalue the warrants at each reporting date with any changes in fair value recorded on our statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the three months ended June 30, 2023.

Net product revenues

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606), which the Company adopted on January 1, 2018. The Company recognizes revenue from XHANCE sales at the point customers obtain control of the product, which generally occurs upon delivery. The transaction price that is recognized as revenue for products includes an estimate of variable consideration. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. The components of the Company’s variable consideration include the following:

Provider Chargebacks and Discounts. Chargebacks for fees and discounts to providers represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list prices charged to customers who directly purchase the product from the Company. Customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the qualified healthcare providers. These components of variable consideration are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable.

Trade Discounts and Allowances. The Company generally provides customers with discounts that include incentive fees which are explicitly stated in the Company’s contracts. These discounts are recorded as a reduction of revenue and accounts receivable in the period in which the related product revenue is recognized.

Product Returns. Consistent with industry practice, the Company has a product returns policy that provides customers a right of return for product purchased within a specified period prior to and subsequent to the product’s expiration date. The Company estimates the amount of its product that may be returned and presents this amount as a reduction of revenue in the period the related product revenue is recognized, in addition to establishing a liability. The Company considers several factors in the estimation process, including expiration dates of product shipped to customers, inventory levels within the distribution channel, product shelf life, prescription trends and other relevant factors.

Government Rebates. The Company is subject to discount obligations under state Medicaid programs and Medicare. Reserves related to these discount obligations are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability. The Company’s liability for these rebates consists of estimates of claims for the current quarter and estimated future claims that will be made for product that has been recognized as revenue but remains in the distribution channel inventories at the end of the reporting period.

Payor Rebates. The Company contracts with certain third-party payors, primarily health insurance companies and pharmacy benefit managers, for the payment of rebates with respect to utilization of its products. These rebates are based on contractual percentages applied to the amount of product prescribed to patients who are covered by the plan or the organization with which it contracts. The Company estimates these rebates and records such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability.

Patient Assistance. Other programs that the Company offers include voluntary co-pay patient assistance programs intended to provide financial assistance to eligible patients with prescription drug co-payments required by payors and coupon programs for cash payors. The calculation of the current liability for this assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue but remains in the distribution channel inventories at the end of each reporting period.

Distribution and Other Fees. The Company pays distribution and other fees to certain customers in connection with the sales of its products. The Company records distribution and other fees paid to its customers as a reduction of revenue, unless the payment is for a distinct good or service from the customer and the Company can reasonably estimate the fair value of the goods or services received. If both conditions are met, the Company records the consideration paid to the customer as an operating expense. These costs are typically known at the time of sale, resulting in minimal adjustments subsequent to the period of sale.

Net income (loss) per common share

Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net loss per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities, which include restricted stock units.

Under the two-class method, net income (loss) is allocated to common stock and each restricted stock unit to the extent that each restricted stock unit may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the restricted stock units have no obligation to fund losses.

The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic net income (loss) per common share calculation:
Net income (loss) attributable to common stockholders	2,626		(19,397)		(16,224)		(44,730)
Less: undistributed earnings to participating shareholders	(53)		—		—		—
Net income (loss) attributable to common stockholders – basic	2,573		(19,397)		(16,224)		(44,730)
Weighted-average shares of common stock outstanding – basic	111,979,778		82,740,096		111,877,669		82,594,786
Net income (loss) per share of common stock - basic	$	0.02	$	(0.23)	$	(0.15)	$	(0.54)

Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common stockholders – diluted	2,573		(19,397)		(16,224)		(44,730)
Weighted-average shares of common stock outstanding - basic	111,979,778		82,740,096		111,877,669		82,594,786
Stock options	1,212		—		—		—
Restricted stock units	29,399		—		—		—
Employee stock purchase plan	31,708		—		—		—
Weighted-average shares of common stock outstanding - diluted	112,042,097		82,740,096		111,877,669		82,594,786
Net income (loss) per share of common stock - diluted	$	0.02	$	(0.23)	$	(0.15)	$	(0.54)

Diluted net loss per common share for the periods presented do not reflect the following potential common shares, as the effect would be antidilutive:


	June 30,
	2023	2022
Stock options	10,634,934	10,462,195
Restricted stock units	2,429,266	2,785,746
Common stock warrants	32,768,000	2,500,000
Total	45,832,200	15,747,941

Income taxes

In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes, the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the six months ended June 30, 2023 and 2022, the Company recorded no tax expense or benefit due to the expected current year loss and its historical losses. As of June 30, 2023 and December 31, 2022, the Company concluded that a full valuation allowance would be necessary for all of its net deferred tax assets. The Company had no amounts recorded for uncertain tax positions, interest or penalties in the accompanying consolidated financial statements.

Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk - Five Customers	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accounts Receivable
Concentration Risk [Line Items]
Concentration risk (as a percent)			64.00%	40.00%
Sales Revenue, Net
Concentration Risk [Line Items]
Concentration risk (as a percent)	42.00%	26.00%	34.00%	29.00%

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business OptiNose, Inc. (the Company) was incorporated in Delaware in May 2010 (inception) and has facilities in Yardley, Pennsylvania and Ewing, New Jersey. The Company's predecessor entity, OptiNose AS, was formed under the laws of Norway in September 2000. In 2010, OptiNose AS became a wholly-owned subsidiary of the Company as part of an internal reorganization. During 2022, the Company's board of directors approved the liquidation of OptiNose AS and OptiNose UK, which is expected to be completed in 2023, in order to simplify the corporate structure. The Company is a specialty pharmaceutical company focused on the development and commercialization of products for patients treated by ear, nose and throat (ENT) and allergy specialists. The Company's first commercial product, XHANCE® (fluticasone propionate) nasal spray, 93 microgram (mcg), is a therapeutic utilizing the Company's proprietary Exhalation Delivery System (EDS) that delivers a topically-acting corticosteroid for the treatment of chronic rhinosinusitis with nasal polyps and, if approved, chronic rhinosinusitis without nasal polyps (commonly referred to as chronic sinusitis). XHANCE was approved by the United States (US) Food and Drug Administration (FDA) in September 2017 for the treatment of nasal polyps in patients 18 years of age or older. XHANCE was made widely available through commercial channels in April 2018. In January 2023, the indication statement for XHANCE was changed from “for the treatment of nasal polyps” to “for the treatment of chronic rhinosinusitis with nasal polyps” to reflect current FDA labeling terminology and not based on new XHANCE clinical trial data. In February 2023, the Company submitted a prior approval efficacy supplement (sNDA) to the FDA to support the approval of a new indication for XHANCE for the treatment of chronic rhinosinusitis.

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance at Dec. 31, 2021	$ (21,772)	$ 82	$ 588,288	$ (610,061)	$ (81)
Beginning balance (in shares) at Dec. 31, 2021		82,238,900
Increase (Decrease) in Stockholders' Equity
Stock compensation expense	1,998		1,998
Vesting of restricted stock units and exercise of options (in shares)		262,942
Issuance of common stock under employee stock purchase plan	250	$ 1	249
Issuance of common stock under employee stock purchase plan (in shares)		179,206
Foreign currency translation adjustment	(1)				(1)
Net income (loss)	(25,333)			(25,333)
Ending balance at Mar. 31, 2022	(44,858)	$ 83	590,535	(635,394)	(82)
Ending balance (in shares) at Mar. 31, 2022		82,681,048
Beginning balance at Dec. 31, 2021	(21,772)	$ 82	588,288	(610,061)	(81)
Beginning balance (in shares) at Dec. 31, 2021		82,238,900
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	(3)
Net income (loss)	(44,730)
Ending balance at Jun. 30, 2022	(60,783)	$ 83	594,009	(654,791)	(84)
Ending balance (in shares) at Jun. 30, 2022		83,044,366
Beginning balance at Mar. 31, 2022	(44,858)	$ 83	590,535	(635,394)	(82)
Beginning balance (in shares) at Mar. 31, 2022		82,681,048
Increase (Decrease) in Stockholders' Equity
Stock compensation expense	3,474		3,474
Vesting of restricted stock units and exercise of options (in shares)		363,318
Foreign currency translation adjustment	(2)				(2)
Net income (loss)	(19,397)			(19,397)
Ending balance at Jun. 30, 2022	(60,783)	$ 83	594,009	(654,791)	(84)
Ending balance (in shares) at Jun. 30, 2022		83,044,366
Beginning balance at Dec. 31, 2022	$ (56,624)	$ 111	628,242	(684,893)	(84)
Beginning balance (in shares) at Dec. 31, 2022	111,492,791	111,492,791
Increase (Decrease) in Stockholders' Equity
Stock compensation expense	$ 1,520		1,520
Vesting of restricted stock units and exercise of options	1	$ 1
Vesting of restricted stock units and exercise of options (in shares)		343,406
Issuance of common stock under employee stock purchase plan	164		164
Issuance of common stock under employee stock purchase plan (in shares)		119,727
Foreign currency translation adjustment	0
Net income (loss)	(18,847)			(18,847)
Ending balance at Mar. 31, 2023	(73,785)	$ 112	629,927	(703,740)	(84)
Ending balance (in shares) at Mar. 31, 2023		111,955,924
Beginning balance at Dec. 31, 2022	$ (56,624)	$ 111	628,242	(684,893)	(84)
Beginning balance (in shares) at Dec. 31, 2022	111,492,791	111,492,791
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	$ 0
Net income (loss)	(16,224)
Ending balance at Jun. 30, 2023	$ (69,660)	$ 112	631,426	(701,114)	(84)
Ending balance (in shares) at Jun. 30, 2023	112,091,764	112,091,764
Beginning balance at Mar. 31, 2023	$ (73,785)	$ 112	629,927	(703,740)	(84)
Beginning balance (in shares) at Mar. 31, 2023		111,955,924
Increase (Decrease) in Stockholders' Equity
Stock compensation expense	1,499		1,499
Vesting of restricted stock units and exercise of options (in shares)		135,840
Foreign currency translation adjustment	0
Net income (loss)	2,626			2,626
Ending balance at Jun. 30, 2023	$ (69,660)	$ 112	$ 631,426	$ (701,114)	$ (84)
Ending balance (in shares) at Jun. 30, 2023	112,091,764	112,091,764

Stock-based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

The Company recorded stock-based compensation expense related to stock options and shares issued under the Company's 2010 Stock Incentive Plan and 2017 Employee Stock Purchase Plan (2017 Plan) in the following expense categories of its accompanying consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of product sales	$	12	$	7	$	18	$	20
Research and development	126		233		281		429
General and administrative	1,365		3,204		2,726		4,995
	$	1,503	$	3,444	$	3,025	$	5,444

In addition, stock-based compensation expense of $86 and $1 was capitalized to inventory and prepaid expenses and other assets, respectively, as of June 30, 2023, which represents the stock-based compensation expense incurred related to employees involved in the manufacturing process of finished goods and samples.

Stock Options

The Company issues stock-based awards pursuant to its 2010 Stock Incentive Plan. Effective as of October 12, 2017, the Company's 2010 Stock Incentive Plan was amended and restated (A&R Plan).The Company has issued service-based, performance-based, and market-based stock options that generally have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the Company's board of directors or committee thereof. Vesting generally occurs over a period of not greater than four years. Performance-based options may vest upon the achievement of certain milestones. As of June 30, 2023, all of the performance conditions related to performance-based stock options issued by the Company had been achieved. Market-based options may vest upon the achievement of certain market-based objectives relating to the trading price of the Company's Common Stock.

The following table summarizes the activity related to stock option grants to employees and non-employees for the six months ended June 30, 2023:


	Shares	Weighted average exercise price per share		Weighted average remaining contractual life
Outstanding at December 31, 2022	9,364,070	$	6.88	6.05
Granted	2,084,177	1.69
Exercised	—	—
Expired	(556,864)	7.83
Forfeited	(256,449)	2.50
Outstanding at June 30, 2023	10,634,934	$	7.03	6.42
Exercisable at June 30, 2023	5,909,489	$	9.04	4.64

During the six months ended June 30, 2023, stock options to purchase 2,084,177 shares of Common Stock were granted to employees and generally vest over four years. The stock options, including the market-based options, had an estimated weighted average grant date fair value of $1.16. The grant date fair value of each service-based and performance-based option grant was estimated at the time of grant using the Black-Scholes option-pricing model. The grant date fair value of each market-based stock option grant was estimated at the time of grant using a Monte Carlo simulation.

The aggregate intrinsic value of stock options outstanding and stock options exercisable, other than market-based stock options, as of June 30, 2023 was $26 and $0, respectively. At June 30, 2023, the unrecognized compensation cost related to unvested stock options, other than market-based stock options, expected to vest was $4,975. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.67 years.

Included in the table above are 959,215 market-based options granted. These options generally become eligible to vest over four years, subject to the achievement of certain market-based objectives relating to the trading price of the Common Stock. Stock based compensation for these awards is recognized over the derived service period of approximately 2 years. The grant date fair value of each stock option grant, as well as the derived service period for these awards, was estimated at the time of grant using a Monte Carlo simulation. During the six months ended June 30, 2023, no market-based options vested upon the achievement of certain market-based objectives relating to the trading price of the Company's Common Stock.

Included in the table above are 753,500 options granted outside the A&R Plan. The grants were made pursuant to the Nasdaq inducement grant exception in accordance with Nasdaq Listing Rule 5635(c)(4).

Restricted Stock Units

The Company has issued service-based and performance-based restricted stock units (RSUs). Vesting generally occurs over a period not greater than four years. Vesting of the performance-based RSUs is subject to the achievement of certain milestones in connection with the Company's development programs.

The following table summarizes the activity related to RSUs granted to employees for the six months ended June 30, 2023:


			Shares
Balance at December 31, 2022			1,477,660
Granted			1,627,174
Vested and settled			(479,248)
Expired/forfeited/canceled			(196,320)
Balance at June 30, 2023			2,429,266
Expected to vest at June 30, 2023			2,429,266

During the six months ended June 30, 2023, the Company granted 1,627,174 RSUs at a weighted-average grant date fair value of $1.86, all of which were service-based RSUs. No performance-based RSUs were granted in the six months ended June 30, 2023. As of June 30, 2023, the milestone associated with the previously granted performance based-RSUs was achieved. At June 30, 2023, the recognized compensation cost related to vested performance-based RSUs was $1,740. At June 30, 2023, the unrecognized compensation cost related to unvested service-based RSUs expected to vest was $4,927, to be recognized over an estimated weighted-average amortization period of 2.76 years. The unrecognized compensation cost related to unvested performance-based RSUs was $321, which will be recognized over the remaining service period.

Included in the table above are 60,000 RSUs granted outside the A&R Plan. The grants were made pursuant to the Nasdaq inducement grant exception in accordance with Nasdaq Listing Rule 5635(c)(4).

2017 Employee Stock Purchase Plan

Under the 2017 Plan, shares of Common Stock may be purchased by eligible employees who elect to participate in the 2017 Plan at 85% of the lower of the fair market value of Common Stock on the first or last day of designated offering periods. The Company recognized stock-based compensation expense related to the 2017 Plan of $44 and $74 during the three months ended June 30, 2023 and 2022, respectively. The Company recognized stock-based compensation expense related to the 2017 Plan of $77 and $162 during the six months ended June 30, 2023 and 2022, respectively.

The Company calculated the fair value of each option grant and the shares issued under the 2017 Plan on the respective dates of grant using the following weighted average assumptions:


	Six Months Ended June 30,
	2023		2022
Risk free interest rate	0.05	%	0.22	%
Expected term (in years)	0.5		0.5
Expected volatility	71.43	%	88.56	%
Annual dividend yield	0.00	%	0.00	%

Debt - Schedule of Long Term Debt (Details) - Senior Notes - Note Purchase Agreement - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument
Face amount	$ 130,000	$ 130,000
Front end fees	(593)	(666)
Debt issuance costs	(5,993)	(6,739)
Back end fees	5,980	5,980
Debt, net	$ 129,394	$ 128,575

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net, consisted of the following:


	June 30, 2023		December 31, 2022
Computer equipment and software	$	1,190	$	1,203
Furniture and fixtures	366		366
Machinery and equipment	3,142		3,067
Leasehold improvements	609		609
Construction in process	115		115
	5,422		5,360
Less: accumulated depreciation	(4,699)		(4,565)
	$	723	$	795

Inventory

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventory

InventoryInventory consisted of the following:


	June 30, 2023		December 31, 2022
Raw materials	$	1,927	$	1,691
Work-in-process	3,934		5,010
Finished goods	1,871		2,742
Total inventory	$	7,732	$	9,443

Inventories are stated at the lower of cost or net realizable value, as determined on a first-in, first-out, basis.

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Total revenues	$ 19,454	$ 20,582	$ 31,299	$ 35,342
Costs and expenses:
Cost of product sales	2,571	2,143	4,277	4,157
Research and development	951	4,270	2,736	9,072
Selling, general and administrative	20,104	29,514	42,828	58,853
Total operating expenses	23,626	35,927	49,841	72,082
Loss from operations	(4,172)	(15,345)	(18,542)	(36,740)
Other (income) expense:
Unrealized gain on fair value of warrants	(10,900)	0	(10,390)	0
Interest income	(725)	(36)	(1,429)	(170)
Interest expense	4,824	4,086	9,496	8,159
Foreign currency (gains) loss	3	2	5	1
Net (loss) income	2,626	(19,397)	(16,224)	(44,730)
Less: undistributed earnings to participating shareholders	(53)	0	0	0
Net income (loss) attributable to common stockholders – basic	$ 2,573	$ (19,397)	$ (16,224)	$ (44,730)
Net income (loss) per share of common stock, basic (in USD per share)	$ 0.02	$ (0.23)	$ (0.15)	$ (0.54)
Weighted average common shares outstanding, basic (in shares)	111,979,778	82,740,096	111,877,669	82,594,786
Less: undistributed earnings to participating shareholders	$ (53)	$ 0	$ 0	$ 0
Net income (loss) attributable to common stockholders – diluted	$ 2,573	$ (19,397)	$ (16,224)	$ (44,730)
Net income (loss) per share of common stock, diluted (in USD per share)	$ 0.02	$ (0.23)	$ (0.15)	$ (0.54)
Weighted average common shares outstanding-diluted (in shares)	112,042,097	82,740,096	111,877,669	82,594,786
Net product revenues
Revenues:
Total revenues	$ 19,454	$ 20,582	$ 31,299	$ 35,342

Employee Benefit Plans (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Retirement Benefits [Abstract]
Accrued liabilities related to the Company match	$ 83

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:


	June 30, 2023		December 31, 2022
Accrued expenses:
Selling, general and administrative expenses	$	3,571	$	3,799
Research and development expenses	468		1,298
Payroll expenses	5,328		7,888
Product revenue allowances	16,249		27,993
Other	1,407		1,915
Total accrued expenses	27,023		42,893
Other current liabilities:
Lease liability	1,400		1,971
Total other current liabilities	1,400		1,971
Total accrued expenses and other current liabilities	$	28,423	$	44,864

Stock-based Compensation - Black-Scholes pricing model options (Details) - 2017 Employee Stock Purchase Plan	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award
Risk free interest rate	0.05%	0.22%
Expected term (in years)	6 months	6 months
Expected volatility	71.43%	88.56%
Annual dividend yield	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued expenses:
Selling, general and administrative expenses	$ 3,571	$ 3,799
Research and development expenses	468	1,298
Payroll expenses	5,328	7,888
Product revenue allowances	16,249	27,993
Other	1,407	1,915
Total accrued expenses	27,023	42,893
Other current liabilities:
Lease liability	1,400	1,971
Total other current liabilities	1,400	1,971
Total accrued expenses and other current liabilities	$ 28,423	$ 44,864

Debt - Narrative (Details)		3 Months Ended				6 Months Ended
Debt - Narrative (Details)	Nov. 21, 2022 USD ($) installment	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Nov. 23, 2022 USD ($)	Dec. 01, 2020 USD ($)	Feb. 13, 2020 USD ($)	Sep. 12, 2019 USD ($)
Debt Instrument
Interest expense		$ 4,824,000	$ 3,814,000			$ 9,496,000	$ 7,888,000
Note Purchase Agreement
Debt Instrument
Debt covenant, cash and cash equivalents								$ 30,000,000
Senior Notes \| Note Purchase Agreement
Debt Instrument
Debt maximum borrowing capacity											$ 130,000,000
Face amount											$ 80,000,000
Floor interest rate	8.50%
Increase in interest rate	3.00%
Effective rate		13.62%				13.62%
Make whole premium payment	$ 24,000,000
Amendment fee, percentage	3.00%
Amendment fee payable	$ 1,300,000
Debt covenant, cash and cash equivalents		$ 30,000,000				$ 30,000,000		$ 30,000,000
Senior Notes \| Note Purchase Agreement \| SOFR
Debt Instrument
Number of installment payments (installment) \| installment	8
Debt term	3 months
Variable rate	2.50%
Senior Notes \| Note Purchase Agreement \| Debt Instrument, Redemption, Period One
Debt Instrument
Debt instrument, make-whole provision, payment accrual period	18 months
Amendment fee	$ 3,900,000
Senior Notes \| Note Purchase Agreement \| Debt Instrument, Redemption, Period Two
Debt Instrument
Amendment fee	$ 1,300,000
Senior Notes \| Note Purchase Agreement \| Debt Instrument, Redemption, Period Three
Debt Instrument
Debt instrument, make-whole provision, payment accrual period	3 years
Amendment fee	$ 2,600,000
Senior Notes \| Note Purchase Agreement - First Delayed Draw Notes
Debt Instrument
Face amount										$ 30,000,000
Senior Notes \| Note Purchase Agreement - First Delayed Draw Notes \| Quarter Ended December 31, 2019
Debt Instrument
Debt issuance criteria term, net sales and royalties benchmark					$ 9,000,000
Senior Notes \| Note Purchase Agreement - Third Delayed Draw Notes
Debt Instrument
Face amount									$ 20,000,000
Senior Notes \| Note Purchase Agreement - Third Delayed Draw Notes \| Quarter Ended September 30, 2020
Debt Instrument
Debt issuance criteria term, net sales and royalties benchmark				$ 14,500,000

Basis of Presentation and Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Basic net income (loss) per common share calculation:
Net income (loss) attributable to common stockholders	$ 2,626	$ (18,847)	$ (19,397)	$ (25,333)	$ (16,224)	$ (44,730)
Less: undistributed earnings to participating shareholders	(53)		0		0	0
Net income (loss) attributable to common stockholders – basic	$ 2,573		$ (19,397)		$ (16,224)	$ (44,730)
Weighted average common shares outstanding — basic (in shares)	111,979,778		82,740,096		111,877,669	82,594,786
Net income (loss) per share of common stock, basic (in USD per share)	$ 0.02		$ (0.23)		$ (0.15)	$ (0.54)
Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common stockholders – diluted	$ 2,573		$ (19,397)		$ (16,224)	$ (44,730)
Weighted average common shares outstanding — basic (in shares)	111,979,778		82,740,096		111,877,669	82,594,786
Weighted average common shares outstanding-diluted (in shares)	112,042,097		82,740,096		111,877,669	82,594,786
Net income (loss) per share of common stock, diluted (in USD per share)	$ 0.02		$ (0.23)		$ (0.15)	$ (0.54)
Stock options
Diluted net income (loss) per common share calculation:
Dilutive effect of share-based compensation plan (in shares)	1,212		0		0	0
Restricted stock units
Diluted net income (loss) per common share calculation:
Dilutive effect of share-based compensation plan (in shares)	29,399		0		0	0
Employee stock purchase plan
Diluted net income (loss) per common share calculation:
Dilutive effect of share-based compensation plan (in shares)	31,708		0		0	0

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Allocated Stock-Based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of product sales	$	12	$	7	$	18	$	20
Research and development	126		233		281		429
General and administrative	1,365		3,204		2,726		4,995
	$	1,503	$	3,444	$	3,025	$	5,444

Schedule of Stock Option Activity

The following table summarizes the activity related to stock option grants to employees and non-employees for the six months ended June 30, 2023:


	Shares	Weighted average exercise price per share		Weighted average remaining contractual life
Outstanding at December 31, 2022	9,364,070	$	6.88	6.05
Granted	2,084,177	1.69
Exercised	—	—
Expired	(556,864)	7.83
Forfeited	(256,449)	2.50
Outstanding at June 30, 2023	10,634,934	$	7.03	6.42
Exercisable at June 30, 2023	5,909,489	$	9.04	4.64

Schedule of Nonvested Restricted Stock Units Activity

The following table summarizes the activity related to RSUs granted to employees for the six months ended June 30, 2023:


			Shares
Balance at December 31, 2022			1,477,660
Granted			1,627,174
Vested and settled			(479,248)
Expired/forfeited/canceled			(196,320)
Balance at June 30, 2023			2,429,266
Expected to vest at June 30, 2023			2,429,266

Schedule of Fair Value Options using Black-Scholes Pricing Model

The Company calculated the fair value of each option grant and the shares issued under the 2017 Plan on the respective dates of grant using the following weighted average assumptions:


	Six Months Ended June 30,
	2023		2022
Risk free interest rate	0.05	%	0.22	%
Expected term (in years)	0.5		0.5
Expected volatility	71.43	%	88.56	%
Annual dividend yield	0.00	%	0.00	%

Fair Value Measurements - Valuation of Warrants (Details) - Monte Carlo Simulation	Jun. 30, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques
Expected life (years)	4 years 4 months 24 days
Fair value per warrant (usd per share)	$ 0.37
Stock price
Fair Value Measurement Inputs and Valuation Techniques
Warrants outstanding, measurement input	1.23
Strike price
Fair Value Measurement Inputs and Valuation Techniques
Warrants outstanding, measurement input	2.57
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques
Warrants outstanding, measurement input	0.450
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques
Warrants outstanding, measurement input	0.042
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques
Warrants outstanding, measurement input	0

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 71,311	$ 94,244
Accounts receivable, net	22,128	33,932
Inventory	7,732	9,443
Prepaid expenses and other current assets	2,439	2,865
Total current assets	103,610	140,484
Property and equipment, net	723	795
Other assets	1,735	2,943
Total assets	106,068	144,222
Current liabilities:
Accounts payable	6,482	5,291
Accrued expenses and other current liabilities	28,423	44,864
Short term debt, net	129,394	128,575
Total current liabilities	164,299	178,730
Warrant liability	11,100	21,490
Other liabilities	329	626
Total liabilities	175,728	200,846
Stockholders' deficit:
Common stock, $0.001 par value; 350,000,000 shares authorized at June 30, 2023 and 200,000,000 shares authorized at December 31, 2022; 112,091,764 and 111,492,791 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	112	111
Additional paid-in capital	631,426	628,242
Accumulated deficit	(701,114)	(684,893)
Accumulated other comprehensive loss	(84)	(84)
Total stockholders' deficit	(69,660)	(56,624)
Total liabilities and stockholders' deficit	$ 106,068	$ 144,222

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment, net, consisted of the following:


	June 30, 2023		December 31, 2022
Computer equipment and software	$	1,190	$	1,203
Furniture and fixtures	366		366
Machinery and equipment	3,142		3,067
Leasehold improvements	609		609
Construction in process	115		115
	5,422		5,360
Less: accumulated depreciation	(4,699)		(4,565)
	$	723	$	795

Depreciation expense was $105 and $137 for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense was $178 and $255 for the six months ended June 30, 2023 and 2022, respectively. In addition, depreciation expense of $629 and $4 was charged to inventory and prepaid expenses and other assets, respectively, as of June 30, 2023, which represents depreciation expense related to equipment involved in the manufacturing process.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Computation of Basic and Diluted Net Income (Loss)

The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic net income (loss) per common share calculation:
Net income (loss) attributable to common stockholders	2,626		(19,397)		(16,224)		(44,730)
Less: undistributed earnings to participating shareholders	(53)		—		—		—
Net income (loss) attributable to common stockholders – basic	2,573		(19,397)		(16,224)		(44,730)
Weighted-average shares of common stock outstanding – basic	111,979,778		82,740,096		111,877,669		82,594,786
Net income (loss) per share of common stock - basic	$	0.02	$	(0.23)	$	(0.15)	$	(0.54)

Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common stockholders – diluted	2,573		(19,397)		(16,224)		(44,730)
Weighted-average shares of common stock outstanding - basic	111,979,778		82,740,096		111,877,669		82,594,786
Stock options	1,212		—		—		—
Restricted stock units	29,399		—		—		—
Employee stock purchase plan	31,708		—		—		—
Weighted-average shares of common stock outstanding - diluted	112,042,097		82,740,096		111,877,669		82,594,786
Net income (loss) per share of common stock - diluted	$	0.02	$	(0.23)	$	(0.15)	$	(0.54)

Schedule of Antidilutive Shares Excluded From Computation of Net Loss Per Common Share

Diluted net loss per common share for the periods presented do not reflect the following potential common shares, as the effect would be antidilutive:


	June 30,
	2023	2022
Stock options	10,634,934	10,462,195
Restricted stock units	2,429,266	2,785,746
Common stock warrants	32,768,000	2,500,000
Total	45,832,200	15,747,941

Stock-based Compensation - Stock Option Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Shares
Granted (in shares)	2,084,177
Service Based Stock Options
Shares
Beginning balance (in shares)	9,364,070
Granted (in shares)	2,084,177
Exercised (in shares)	0
Expired (in shares)	(556,864)
Forfeited (in shares)	(256,449)
Ending balance (in shares)	10,634,934	9,364,070
Exercisable (in shares)	5,909,489
Weighted average exercise price per share
Beginning balance (usd per share)	$ 6.88
Granted (usd per share)	1.69
Exercised (usd per share)	0
Expired (usd per share)	7.83
Forfeited (usd per share)	2.50
Ending balance (usd per share)	7.03	$ 6.88
Exercisable (usd per share)	$ 9.04
Weighted average remaining contractual life
Options outstanding, weighted average remaining contractual life	6 years 5 months 1 day	6 years 18 days
Options exercisable, weighted average remaining contractual life	4 years 7 months 20 days

Liquidity - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Liquidity - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Nov. 23, 2022
Subsidiary, Sale of Stock
Cash and cash equivalents	$ 71,311				$ 71,311		$ 94,244
Working capital deficiency	(60,689)				(60,689)
Accumulated deficit	(701,114)				(701,114)		$ (684,893)
Net (loss) income	2,626	$ (18,847)	$ (19,397)	$ (25,333)	(16,224)	$ (44,730)
Note Purchase Agreement
Subsidiary, Sale of Stock
Debt covenant, cash and cash equivalents								$ 30,000
Senior Notes
Subsidiary, Sale of Stock
Principal balance outstanding	130,000				130,000
Senior Notes \| Note Purchase Agreement
Subsidiary, Sale of Stock
Debt covenant, cash and cash equivalents	$ 30,000				$ 30,000			$ 30,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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-Topic 235
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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Stock-based Compensation - Allocated Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,503	$ 3,444	$ 3,025	$ 5,444
Cost of product sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	12	7	18	20
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	126	233	281	429
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,365	$ 3,204	$ 2,726	$ 4,995

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

On September 12, 2019 (the Closing Date), the Company entered into a Note Purchase Agreement with funds managed by Pharmakon Advisors, LP (Pharmakon), the investment manager of BioPharma Credit Funds (BioPharma). The Note Purchase Agreement provided the Company with $130,000 in debt financing, of which $80,000 of senior secured notes (the Pharmakon Senior Secured Notes) was issued on the Closing Date, $30,000 was issued on February 13, 2020 after achieving the $9,000 consolidated XHANCE net sales and royalties threshold for the quarter ended December 31, 2019 and $20,000 was issued on December 1, 2020 after achieving the $14,500 consolidated XHANCE net sales and royalties threshold for the quarter ended September 30, 2020.

On November 23, 2022, the Company amended and restated the Note Purchase Agreement, initially entered into on September 12, 2019 and amended through November 9, 2022, among the Company, its subsidiaries, OptiNose US, Inc., OptiNose AS and OptiNose UK, Ltd. and BioPharma Credit PLC, as collateral agent, and the purchasers party thereto from time to time (the A&R Note Purchase Agreement). Pursuant to the A&R Note Purchase Agreement, certain modifications to the affirmative and negative covenants, events of default and other provisions were made, including, without limitation, (i) the requirement for the Company to deliver quarterly and annual financial statements that, commencing with the Company's consolidated financial statements for the year ending December 31, 2023, are not subject to a “going concern” statement (the Going Concern Covenant) and (ii) the removal of certain exceptions to the negative covenants which previously permitted the Company to enter into certain transactions without the consent of the holders of the Pharmakon Senior Secured Notes, including permitted acquisitions, swap contracts, convertible bonds and revolving credit facilities. The financial covenants requiring the Company to achieve minimum trailing twelve-month consolidated XHANCE net product sales and royalties were amended to be pushed back to March 31, 2024.

The A&R Note Purchase Agreement extended the maturity date of the Pharmakon Senior Secured Notes from September 12, 2024 to June 30, 2027 (New Maturity Date), extended the interest-only period from September 2023 to September 2025, after which principal repayments will commence starting on September 30, 2025 and will be made in eight equal quarterly installments of principal and interest through the New Maturity Date. As part of the A&R Note Purchase Agreement the Pharmakon Senior Secured Notes now bear an amended interest rate through the New Maturity Date equal to the 3-month Secured Overnight Financing Rate (subject to a 2.50% floor), determined as of the date that is two business days prior to the commencement of each quarter, plus 8.50% per annum, which interest rate shall be increased by an additional 3.00% per annum upon the occurrence and during the continuation of any event of default. The Effective Interest Rate as of June 30, 2023 is 13.62%.

In conjunction with the A&R Note Purchase Agreement, a modification was made to the “make-whole” premium payment due in connection with any principal prepayments (whether mandatory or voluntary) made prior to the 3-year anniversary of the date of the A&R Note Purchase Agreement. On any such prepayment date, the Company

will be required to pay a make-whole premium in the amount of (i) for any prepayment date occurring up until and including the 18-month anniversary of the date of the A&R Note Purchase Agreement, the foregone interest from such prepayment date through the 18-month anniversary of such prepayment date; and (ii) for any prepayment after the 18-month anniversary of the date of the A&R Note Purchase Agreement, the foregone interest from such prepayment date through the 3-year anniversary of the date of the A&R Note Purchase Agreement; provided, however, that in no event shall the amount of all make-whole premium payments exceed $24,000 in the aggregate.

As an inducement for the holders of the Pharmakon Senior Secured Notes to enter into the A&R Note Purchase Agreement, the Company is required to pay the holders of the Pharmakon Senior Secured Notes an amendment fee of $3,900 (representing 3.00% of the outstanding principal balance of such notes) due on the New Maturity Date or the earlier repayment of the Pharmakon Senior Secured Notes, which amendment fee shall be (i) reduced to $1,300 in the event that the Company repays the Pharmakon Senior Secured Notes in full prior to the one-year anniversary of the date of the A&R Note Purchase Agreement and (ii) reduced to $2,600 in the event that the Company repays the Pharmakon Senior Secured Notes in full on or after the one-year anniversary of the date of the A&R Note Purchase Agreement and prior to second anniversary of the date of the A&R Note Purchase Agreement. Additionally, the $1,300 fee payable under the Fourth Amendment to the Note Purchase Agreement that the Company entered into on November 9, 2022 will be credited against the amendment fee payable in connection with the A&R Note Purchase Agreement.

The Pharmakon Senior Secured Notes are secured by a pledge of substantially all of the assets of the Company and the Guarantors and the A&R Note Purchase Agreement contains affirmative and negative covenants customary for financings of this type, including limitations on the Company’s and its subsidiaries’ ability, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, repay junior indebtedness, incur a material adverse change and enter into affiliate transactions, in each case, subject to certain exceptions. In addition, the A&R Note Purchase Agreement contains financial covenants requiring the Company to maintain certain minimum trailing twelve-month consolidated XHANCE net sales and royalties, tested on a quarterly basis, and to have at least $30,000 of cash and cash equivalents at all times. The A&R Note Purchase Agreement also includes events of default customary for financings of this type, in certain cases subject to customary periods to cure, following which BioPharma may accelerate all amounts outstanding under the Pharmakon Senior Secured Notes.

The Company believes that it is probable that it will not achieve the trailing twelve-month minimum consolidated XHANCE net sales and royalties thresholds that it is required to achieve commencing with the period ending March 31, 2024. Additionally, without additional capital, the Company believes that it is probable that it will not be able to maintain at least $30,000 of cash and cash equivalents for at least twelve-months following the filing of this Form 10-Q. In addition, the Company believes that it is unlikely that it will be able to maintain compliance with the Going Concern Covenant in 2024. As a result, in accordance with FASB Accounting Standards Codification 470, the Company has classified all outstanding principal and the payment of additional fees upon maturity as a current liability in the accompanying consolidated balance sheet as of March 31, 2023.

The Company recorded interest expense of $4,824 and $3,814 during the three months ended June 30, 2023 and 2022, respectively. The Company recorded interest expense of $9,496 and $7,888 during the six months ended June 30, 2023 and 2022, respectively. Interest expense included total coupon interest and the amortization of debt issuance costs.

The Pharmakon debt balance is comprised of the following:



	June 30, 2023		December 31, 2022
Face amount	$	130,000	$	130,000
Front end fees	(593)		(666)
Debt issuance costs	(5,993)		(6,739)
Back end fees	5,980		5,980
Debt, net	$	129,394	$	128,575

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 1,503	$ 3,444	$ 3,025	$ 5,444
Award vesting period (years)			4 years
Stock options to purchase shares (in shares)			2,084,177
Service Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Award vesting period (years)			4 years
Stock options to purchase shares (in shares)			2,084,177
Weighted average grant date fair value (usd per share)			$ 1.16
Intrinsic value of options outstanding	26		$ 26
Intrinsic value of exercisable options	0		0
Unrecognized cost related to unvested RSUs expected to vest	4,975		$ 4,975
Estimated weighted-average amortization period			2 years 8 months 1 day
Market Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Award vesting period (years)			4 years
Stock options to purchase shares (in shares)			959,215
Service period (years)			2 years
Stock options to purchase shares, vested (in shares)			0
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense			$ 1,740
Award vesting period (years)			4 years
Granted (in shares)			1,627,174
Restricted shares fair value at grant date (usd per share)			$ 1.86
Restricted Stock Units, Service-Based
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized cost related to unvested RSUs expected to vest	4,927		$ 4,927
Estimated weighted-average amortization period			2 years 9 months 3 days
Restricted Stock Units, Performance-Based
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized cost related to unvested RSUs expected to vest	321		$ 321
NASDAQ Inducement Grant Exception \| Service Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock options to purchase shares (in shares)			753,500
NASDAQ Inducement Grant Exception \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award
Granted (in shares)			60,000
2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 44	$ 74	$ 77	$ 162
2017 Plan \| Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award
ESPP purchase price of common stock, percent of market price			85.00%
Amended and Restated 2010 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Plan options contractual life (up to)			10 years
Inventory
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense			$ 86
Prepaid expenses and other assets
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense			$ 1

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment
Property and equipment, gross	$ 5,422	$ 5,360
Less: accumulated depreciation	(4,699)	(4,565)
Property and equipment, net	723	795
Computer equipment and software
Property, Plant and Equipment
Property and equipment, gross	1,190	1,203
Furniture and fixtures
Property, Plant and Equipment
Property and equipment, gross	366	366
Machinery and equipment
Property, Plant and Equipment
Property and equipment, gross	3,142	3,067
Leasehold improvements
Property, Plant and Equipment
Property and equipment, gross	609	609
Construction in process
Property, Plant and Equipment
Property and equipment, gross	$ 115	$ 115

Liquidity	6 Months Ended
Liquidity	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	Liquidity Since inception, the Company's operations have focused on organization and staffing, business planning, raising capital, establishing an intellectual property portfolio, conducting preclinical studies and clinical trials, pursuing regulatory approvals and commercializing XHANCE in the US. As of June 30, 2023, the Company had cash and cash equivalents of $71,311 and a working capital deficiency of $60,689. The Company is subject to a number of risks similar to other life sciences companies, including successful discovery, development and commercialization of its products and product candidates, raising additional capital, the development by its competitors of new technological innovations, protection of proprietary technology and market acceptance of the Company's products. The Company has incurred recurring net losses every quarter since inception through Q1 2023. In Q2 2023, the Company generated net income of $2,626 driven by a unrealized gain on the fair value of warrants. The Company has accumulated a deficit of $701,114 as of June 30, 2023. The Company entered into a Note Purchase Agreement (the Note Purchase Agreement) on September 12, 2019 with funds managed by Pharmakon Advisors, LP (Pharmakon), the investment manager of the BioPharma Credit Funds (BioPharma) which was subsequently amended on August 13, 2020, March 2, 2021, November 16, 2021, August 10, 2022, and November 9, 2022. On November 23, 2022, the Company amended and restated the Note Purchase Agreement (the A&R Note Purchase Agreement). Pursuant to the A&R Note Purchase Agreement, the financial covenants requiring the Company to achieve minimum trailing twelve-month consolidated XHANCE net product sales and royalties were modified (See Note 8). The principal balance outstanding under the A&R Note Purchase Agreement was $130,000 at June 30, 2023. The Company's continuation as a going concern is dependent on its ability to maintain compliance with its covenants under the A&R Note Purchase Agreement, including minimum trailing twelve-month consolidated XHANCE net sales and royalties the Company is required to achieve commencing with the trailing twelve months ending March 31, 2024 and its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional capital through equity or debt financings, partnerships, collaborations, or other sources, as may be required. The A&R Note Purchase Agreement includes events of default, in certain cases subject to customary periods to cure, following which Pharmakon may accelerate all amounts outstanding pursuant to the Note Purchase Agreement. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The A&R Note Purchase Agreement also requires the Company to maintain at all times a minimum of $30,000 of cash and cash equivalents. The Company believes that it is probable that its existing cash and cash equivalents will not be adequate to fund its operations and maintain at least $30,000 of cash and cash equivalents as required under the A&R Note Purchase Agreement for at least twelve-months following the filing of this Form 10-Q, which will constitute a default of the liquidity financial covenant under the A&R Note Purchase Agreement if the Company is unable to obtain additional capital or obtain a waiver or modification to this liquidity covenant prior to falling below such $30,000 threshold. The Company also believes it is probable that it will not achieve the trailing twelve-month minimum consolidated XHANCE net sales and royalties thresholds under the A&R Note Purchase Agreement for the initial period ending March 31, 2024, which will constitute a default under the A&R Note Purchase Agreement if the Company is unable to obtain a modification or waiver of such minimum consolidated XHANCE net sales and royalties thresholds. Further, the A&R Note Purchase Agreement includes a requirement that the report and opinion on the consolidated financial statements commencing with the year ending December 31, 2023, not be subject to any statement as to “going concern.” In addition, the consolidated financial statements commencing with the quarter ended March 31, 2024, shall also not be subject to any statement as to “going concern.” The Company has concluded that it is unlikely that it will be able comply with these provisions in 2024. Failure to comply with these provisions would also constitute an event of default under the A&R Note Purchase Agreement. In the event of any of the foregoing defaults, the holders of the Pharmakon Senior Secured Notes may declare an event of default under the A&R Note Purchase Agreement and may elect to accelerate the repayment of all unpaid principal, accrued interest and other amounts due, which may require the Company to delay or curtail its operations until additional funding is received. The terms of the A&R Note Purchase Agreement and the Pharmakon Senior Secured Notes, including applicable covenants, are described in Note 8. Management’s plans to mitigate this risk may include reducing expenses, raising additional capital through equity or debt financings, partnerships, collaborations or other sources, and requesting a modification or waiver of the covenants under the A&R Note Purchase Agreement. However, there can be no assurance that the Company will be successful in reducing expenses, raising additional capital, or obtaining a modification or waiver of the covenants under the A&R Note Purchase Agreement. If the Company is unable to reduce expenses, raise additional capital or obtain a modification or waiver of the covenants under the A&R Note Purchase Agreement, the Company may need to delay or curtail its operations. As a result of these factors, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Liabilities Measured on Recurring Basis


	June 30, 2023
	Total		Level 1		Level 2		Level 3
Liabilities
Warrant Liability	$	11,100	$	—	$	—	$	11,100
Total Liabilities	$	11,100	$	—	$	—	$	11,100

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Inputs Reconciliation

The reconciliation of the Company's warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands):



	Warrant Liability
Balance, December 31, 2022	$	21,490
Warrants issued	—
Change in fair value of liability	(10,390)
Balance, June 30, 2023	$	11,100

Schedule of Significant Unobservable Inputs in Valuation of Warrants



	June 30, 2023			December 31, 2022
Stock price	$	1.23		$	1.85
Strike price	$	2.57		$	2.57
Expected volatility	45.0		%	45.0		%
Risk-free interest rate	4.2		%	3.8		%
Expected dividend yield	—		%	—		%
Expected life (years)	4.40			4.90
Fair value per warrant	$	0.37		$	0.71

Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 1,927	$ 1,691
Work-in-process	3,934	5,010
Finished goods	1,871	2,742
Total inventory	$ 7,732	$ 9,443

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Use of estimates	Use of estimates The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and reported amounts of expenses during the reporting period. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited interim consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary.
Concentration of credit risk and customer and supplier concentration	Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company generally invests its cash in deposits with high credit quality financial institutions. Additionally, the Company performs periodic evaluations of the relative credit standing of these financial institutions. Customer and supplier concentration The Company has exposure to credit risk in accounts receivable from sales of product. XHANCE is sold to wholesale pharmaceutical distributors and preferred pharmacy network (PPN) partners, who, in turn, sell XHANCE to pharmacies, hospitals and other customers.
Fair value of financial instruments	Fair value of financial instruments The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The FASB accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, the Company uses quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. The fair value hierarchy is broken down into three levels based on the source of the inputs as follows: •Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. •Level 2 — Valuations based on observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. •Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. At June 30, 2023 and 2022, the Company's financial instruments included cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and certain liability classified warrants. The carrying amounts reported in the Company's financial statements for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates their respective fair values because of the short-term nature of these instruments. In addition, at June 30, 2023, the Company believed the carrying value of debt approximates fair value as the interest rates were reflective of the rate the Company could obtain on debt with similar terms and conditions. At June 30, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants. In November 2022, the Company issued warrants in connection with a public offering. Pursuant to the terms of the warrant agreement, the Company could be required to settle the warrants in cash in the event of an acquisition of the Company and, as a result, the warrants are required to be measured at fair value and reported as liability in the consolidated balance sheet. The Company recorded the fair value of the warrants upon issuance using a Monte Carlo simulation and is required to revalue the warrants at each reporting date with any changes in fair value recorded on our statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the three months ended June 30, 2023.
Net product revenues	Net product revenues The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606), which the Company adopted on January 1, 2018. The Company recognizes revenue from XHANCE sales at the point customers obtain control of the product, which generally occurs upon delivery. The transaction price that is recognized as revenue for products includes an estimate of variable consideration. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. The components of the Company’s variable consideration include the following: Provider Chargebacks and Discounts. Chargebacks for fees and discounts to providers represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list prices charged to customers who directly purchase the product from the Company. Customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the qualified healthcare providers. These components of variable consideration are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable. Trade Discounts and Allowances. The Company generally provides customers with discounts that include incentive fees which are explicitly stated in the Company’s contracts. These discounts are recorded as a reduction of revenue and accounts receivable in the period in which the related product revenue is recognized. Product Returns. Consistent with industry practice, the Company has a product returns policy that provides customers a right of return for product purchased within a specified period prior to and subsequent to the product’s expiration date. The Company estimates the amount of its product that may be returned and presents this amount as a reduction of revenue in the period the related product revenue is recognized, in addition to establishing a liability. The Company considers several factors in the estimation process, including expiration dates of product shipped to customers, inventory levels within the distribution channel, product shelf life, prescription trends and other relevant factors. Government Rebates. The Company is subject to discount obligations under state Medicaid programs and Medicare. Reserves related to these discount obligations are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability. The Company’s liability for these rebates consists of estimates of claims for the current quarter and estimated future claims that will be made for product that has been recognized as revenue but remains in the distribution channel inventories at the end of the reporting period. Payor Rebates. The Company contracts with certain third-party payors, primarily health insurance companies and pharmacy benefit managers, for the payment of rebates with respect to utilization of its products. These rebates are based on contractual percentages applied to the amount of product prescribed to patients who are covered by the plan or the organization with which it contracts. The Company estimates these rebates and records such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability. Patient Assistance. Other programs that the Company offers include voluntary co-pay patient assistance programs intended to provide financial assistance to eligible patients with prescription drug co-payments required by payors and coupon programs for cash payors. The calculation of the current liability for this assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue but remains in the distribution channel inventories at the end of each reporting period. Distribution and Other Fees. The Company pays distribution and other fees to certain customers in connection with the sales of its products. The Company records distribution and other fees paid to its customers as a reduction of revenue, unless the payment is for a distinct good or service from the customer and the Company can reasonably estimate the fair value of the goods or services received. If both conditions are met, the Company records the consideration paid to the customer as an operating expense. These costs are typically known at the time of sale, resulting in minimal adjustments subsequent to the period of sale.
Net income (loss) per common share	Net income (loss) per common share Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net loss per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities, which include restricted stock units. Under the two-class method, net income (loss) is allocated to common stock and each restricted stock unit to the extent that each restricted stock unit may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the restricted stock units have no obligation to fund losses.
Income taxes	Income taxes In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes, the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the six months ended June 30, 2023 and 2022, the Company recorded no tax expense or benefit due to the expected current year loss and its historical losses. As of June 30, 2023 and December 31, 2022, the Company concluded that a full valuation allowance would be necessary for all of its net deferred tax assets. The Company had no amounts recorded for uncertain tax positions, interest or penalties in the accompanying consolidated financial statements.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

- Definition

Disclosure of accounting policy for revenue from contract with customer.

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Warrants Outstanding

As of June 30, 2023, the Company had the following warrants outstanding to purchase shares of Common Stock:

Number of Shares

Classification

Exercise Price Per Share

Expiration Date

2,500,000

Equity

$1.60

November 15, 2024

30,268,000

Liability

$2.565

November 23, 2027

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 2,626	$ (19,397)	$ (16,224)	$ (44,730)
Other comprehensive income (loss):
Foreign currency translation adjustment	0	(2)	0	(3)
Comprehensive income (loss)	$ 2,626	$ (19,399)	$ (16,224)	$ (44,733)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of A&R Note Purchase Agreement and long term balance

The Pharmakon debt balance is comprised of the following:



	June 30, 2023		December 31, 2022
Face amount	$	130,000	$	130,000
Front end fees	(593)		(666)
Debt issuance costs	(5,993)		(6,739)
Back end fees	5,980		5,980
Debt, net	$	129,394	$	128,575

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-38241
Entity Registrant Name	OPTINOSE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1771610
Entity Address, Address Line One	1020 Stony Hill Road
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Yardley
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19067
City Area Code	267
Local Phone Number	364-3500
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	OPTN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		112,223,317
Entity Central Index Key	0001494650
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (usd per share)	$ 0.001	$ 0.001
Shares authorized (in shares)	350,000,000	200,000,000
Shares issued (in shares)	112,091,764	111,492,791
Shares outstanding (in shares)	112,091,764	111,492,791

Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Warrant Liability
Balance, December 31, 2022	$ 21,490
Warrants issued	0
Change in fair value of liability	(10,390)
Balance, June 30, 2023	$ 11,100

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

Stockholders' EquityAs of June 30, 2023, the Company had the following warrants outstanding to purchase shares of Common Stock:

Number of Shares

Classification

Exercise Price Per Share

Expiration Date

2,500,000

Equity

$1.60

November 15, 2024

30,268,000

Liability

$2.565

November 23, 2027

- Definition

The entire disclosure for equity.

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+ Details