Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2024

(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization)(Commission File No.)(I.R.S. Employer Identification No.)

1020 Stony Hill Road, Suite 300
Yardley, Pennsylvania 19067
(Address of principal executive offices and zip code)

(267) 364-3500
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareOPTNNasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On February 19, 2024, OptiNose US, Inc. (the “Company”), a wholly owned subsidiary of OptiNose, Inc., entered into a lease for approximately 19,780 square feet of office space at 777 Township Line Road, Yardley, PA (the "Lease"). The Lease has a 3-year term ("Term") with a target commencement date of June 1, 2024, which coincides with the expiration of the Company's existing office space lease at 1020 Stony Hill Road, Yardley, PA.

Upon commencement of the Lease, the Company’s monthly rent payments will be approximately $33,000 for the first twelve months of the Term, approximately $34,000 for the next twelve months of the Term, and approximately $35,000 for the final twelve months of the Term. The Company will also be required to pay its proportionate share of certain operating costs and property taxes applicable to the leased space which are initially expected to be approximately $22,000 per month. As an inducement to enter into the Lease, the Company will not be required to pay rent or such operating costs and property taxes for the first six months of the Term (the "Rent Abatement"), however, the Company will be required to pay such amounts if it defaults on its obligations under the Lease at any time during the Term.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
  OptiNose, Inc.
By: /s/ Michael F. Marino
  Michael F. Marino
  Chief Legal Officer
February 23, 2024