SEC Filing | Optinose

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optn-20200930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________.

Commission file number: 001-38241

https://cdn.kscope.io/2a84b0c3f80988d723434e7efe8aacdc-optn-20200930_g1.jpg

OPTINOSE, INC.

(Exact name of registrant as specified in its charter)


Delaware			42-1771610
(State of other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

1020 Stony Hill Road, Suite 300

Yardley, Pennsylvania 19067

(Address of principal executive offices, including zip code)

(267) 364-3500

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

OPTN

Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer	☒
Non-accelerated filer ☐	Smaller reporting company	☒
	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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of the registrant's common stock outstanding at October 30, 2020 was 52,080,552 shares.

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	NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
	PART I — FINANCIAL INFORMATION

Item 1.		4
	Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	4
	Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019	5
	Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2020 and 2019	5
	Consolidated Statements of Changes in Stockholders' Equity for the nine months ended September 30, 2020 and 2019	6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	8
	Notes to Unaudited Interim Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Qualitative and Quantitative Disclosure About Market Risk	34
Item 4.	Controls and Procedures	34
	PART II — OTHER INFORMATION	35






Item 1A.	Risk Factors	35
Item 6.	Exhibits	36
	Signatures	38

_________________________

Unless the context otherwise requires, all references in this Form 10-Q to "Optinose," "Company," "we," "us," and "our" refer to OptiNose, Inc. and its subsidiaries.

_________________________

Trademark Notice

OPTINOSE® and XHANCE® are trademarks of ours in the United States. All other trademarks, trade names and service marks appearing in this Form 10-Q are the property of their respective owners. We do not intend our use or display of other companies' trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements relating to:

▪the impact of, our plans regarding, and the uncertainties caused by, the COVID-19 pandemic;

▪the potential uses for and advantages of XHANCE®, our product candidates and Exhalation Delivery System (EDS) devices and technologies;

▪planned product development activities, studies and clinical trials, and related increase in expenses, in pursuit of a follow-on indication for XHANCE for the treatment of chronic sinusitis;

▪future XHANCE prescription and net revenue growth and potential drivers of such growth;

▪planned operating expense reductions;

▪commercial initiatives and objectives related to XHANCE;

▪development plans and objectives for OPN-019, the potential benefits of OPN-019 and our intention to fund initial development of OPN-019 within our current operating expense plan and to seek grants, partnerships and/or other sources of capital to fund future development;

▪the potential for the co-promote agreement with kaléo to expand both breadth and depth of physician details, and be a driver of XHANCE prescription growth;

▪potential for direct to consumer (DTC) advertising to be a future driver of XHANCE prescription growth;

▪the potential benefits of our patient affordability programs and their potential effect on XHANCE demand and financial results;

▪the potential for XHANCE prescriptions to be affected by the seasonality impact observed in the intranasal steroid (INS) market;

▪the potential for XHANCE prescriptions and average net revenue per prescription to be adversely impacted by the annual resetting of patient healthcare insurance plan deductibles and changes in individual patients' healthcare insurance coverage, both of which often occur in January;

▪the potential for XHANCE to be the first drug therapy approved by the U.S. Food and Drug Administration (FDA) for the treatment of chronic sinusitis;

▪the potential for XHANCE to be the standard of care for the treatment of chronic rhinosinusitis with and without nasal polyps;

▪our expectation that top-line results from both of our ongoing chronic sinusitis trials will be available in the second half of 2021;

▪the potential of our new product candidate, OPN-019, including our expectation in November 2020 to have additional in vitro testing results;

▪our expectation that our GAAP operating expenses in 2020 will be between $127.0 million and $132.0 million, of which approximately $10.0 million is expected to be non-cash stock-based compensation expense;

▪our expectation that we will continue to be eligible for, and will draw, an additional $20.0 million before February 15, 2021 under the Pharmakon Note Purchase Agreement;

▪our expectation that our existing cash, plus additional capital that we qualified for and expect to draw under the Pharmakon Note Purchase Agreement, will provide adequate capital through the receipt of top-line data from both chronic sinusitis trials, and fund operations into 2022;

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▪our ability to maintain sufficient inventory of XHANCE and for our manufacturers to timely supply XHANCE; and

▪the accuracy of our estimates regarding expenses, future revenue, capital requirements and need for additional financing;

as well as other statements relating to our future operations, financial performance and financial condition, prospects, strategies, objectives or other future events. Forward-looking statements appear primarily in the sections of this Form 10-Q entitled “Item 1. Financial Statements,” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, you can identify forward-looking statements by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “confident,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “scheduled” and similar expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based upon our current expectations and assumptions and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially and adversely from those expressed or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Form 10-Q and in our annual report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (SEC), and in particular, the risks and uncertainties discussed therein and in this Form 10-Q under the caption “Risk Factors”. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. As a result, you should not place undue reliance on forward-looking statements.

Additionally, the forward-looking statements contained in this Form 10-Q represent our views only as of the date of this Form 10-Q (or any earlier date indicated in such statement). While we may update certain forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if new information becomes available in the future. However, you are advised to consult any further disclosures we make on related subjects in the reports that we file with the SEC.

The foregoing cautionary statements are intended to qualify all forward-looking statements wherever they may appear in this Form 10-Q. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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MARKET, INDUSTRY AND OTHER DATA

This Form 10-Q contains estimates, projections, market research and other data generated by independent third parties, by third parties on our behalf and by us concerning markets for XHANCE, XHANCE market access, the INS market and prescription data. Information that is based on estimates, projections, market research or similar methodologies is inherently subject to uncertainties and actual results, events or circumstances may differ materially from results, events and circumstances reflected in this information. As a result, you are cautioned not to give undue weight to such information.

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PART I

ITEM 1. FINANCIAL STATEMENTS

OptiNose, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share data)


	September 30, 2020		December 31, 2019
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	143,134	$	147,144
Accounts receivable, net	17,524		13,643
Inventory	9,326		3,484
Prepaid expenses and other current assets	2,453		3,789
Total current assets	172,437		168,060
Property and equipment, net	2,408		3,052
Other assets	6,179		1,538
Total assets	$	181,024	$	172,650
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	6,069	$	3,625
Accrued expenses and other current liabilities	37,281		32,514
Total current liabilities	43,350		36,139
Long-term debt, net	105,013		74,531
Other liabilities	4,978		397
Total liabilities	153,341		111,067
Stockholders' equity:
Common stock, 0.001 par value; 200,000,000 shares authorized at September 30, 2020 and December 31, 2019; 52,080,552 and 45,906,162 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	52		46
Additional paid-in capital	531,598		489,565
Accumulated deficit	(503,902)		(427,980)
Accumulated other comprehensive loss	(65)		(48)
Total stockholders' equity	27,683		61,583
Total liabilities and stockholders' equity	$	181,024	$	172,650

See accompanying notes to unaudited interim consolidated financial statements

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OptiNose, Inc.

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2020 and 2019

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenues:
Net product revenues	$	15,436	$	8,667	$	32,770	$	19,320
Licensing revenues	—		3,730		—		4,230
Total revenues	15,436		12,397		32,770		23,550
Costs and expenses:
Cost of product sales	2,221		1,389		5,276		3,216
Research and development	6,524		5,547		16,930		15,404
Selling, general and administrative	24,575		25,270		77,332		77,610
Total operating expenses	33,320		32,206		99,538		96,230
Loss from operations	(17,884)		(19,809)		(66,768)		(72,680)
Other (income) expense:
Interest income	(31)		(559)		(396)		(1,959)
Interest expense	3,350		2,372		9,506		7,148
Foreign currency losses	11		31		44		34
Loss on extinguishment of debt	—		7,155		—		7,155
Net loss	$	(21,214)	$	(28,808)	$	(75,922)	$	(85,058)
Net loss per share of common stock, basic and diluted	$	(0.43)	$	(0.69)	$	(1.62)	$	(2.06)
Weighted average common shares outstanding, basic and diluted	48,907,514		41,454,181		46,914,561		41,341,570

See accompanying notes to unaudited interim consolidated financial statements

OptiNose, Inc.

Consolidated Statements of Comprehensive Loss

For the Three and Nine Months Ended September 30, 2020 and 2019

(in thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net loss	$	(21,214)	$	(28,808)	$	(75,922)	$	(85,058)
Other comprehensive loss:
Foreign currency translation adjustment	13		(12)		(17)		(22)
Comprehensive loss	$	(21,201)	$	(28,820)	$	(75,939)	$	(85,080)

See accompanying notes to unaudited interim consolidated financial statements

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OptiNose, Inc.

Consolidated Statements of Changes in Stockholders' Equity

(in thousands, except share data)


Nine Months Ended September 30, 2020
	Stockholders' Equity
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2019	45,906,162	$	46	$	489,565	$	(427,980)	$	(48)	$	61,583
Stock compensation expense	—	—		2,429		—		—		2,429
Foreign currency translation adjustment	—	—		—		—		(25)		(25)
Net loss	—	—		—		(28,856)		—		(28,856)
Balance at March 31, 2020	45,906,162	$	46	$	491,994	$	(456,836)	$	(73)	$	35,131
Stock compensation expense	—	—		2,748		—		—		2,748
Exercise of common stock options	15,806	—		71		—		—		71
Issuance of common stock under employee stock purchase plan	70,305	—		516		—		—		516
Foreign currency translation adjustment	—	—		—		—		(5)		(5)
Net loss	—	—		—		(25,852)		—		(25,852)
Balance at June 30, 2020	45,992,273	$	46	$	495,329	$	(482,688)	$	(78)	$	12,609
Stock compensation expense	—	—		2,615		—		—		2,615
Exercise of common stock options	43,636	—		5		—		—		5
Sale of common stock, net of offering costs	6,000,000	6		33,399		—		—		33,405
Issuance of common stock in connection with Pharmakon Amendment	44,643	—		250						250
Foreign currency translation adjustment	—	—		—		—		13		13
Net loss	—	—		—		(21,214)		—		(21,214)
Balance at September 30, 2020	52,080,552	$	52	$	531,598	$	(503,902)	$	(65)	$	27,683

See accompanying notes to unaudited interim consolidated financial statements

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Nine Months Ended September 30, 2019
	Stockholders' Equity
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2018	41,227,530	$	41	$	436,554	$	(317,927)	$	(57)	$	118,611
Stock compensation expense	—	—		2,425		—		—		2,425
Exercise of common stock options	5,000	—		15		—		—		15
Issuance of common stock under employee stock purchase plan	31,892	—		173		—		—		173
Foreign currency translation adjustment	—	—		—		—		3		3
Net loss	—	—		—		(28,874)		—		(28,874)
Balance at March 31, 2019	41,264,422	$	41	$	439,167	$	(346,801)	$	(54)	$	92,353
Stock compensation expense	—	—		2,716		—		—		2,716
Exercise of common stock options	88,587	—		354		—		—		354
Issuance of common stock under employee stock purchase plan	77,909	—		439		—		—		439
Foreign currency translation adjustment	—	—		—		—		(13)		(13)
Net loss	—	—		—		(27,376)		—		(27,376)
Balance at June 30, 2019	41,430,918	$	41	$	442,676	$	(374,177)	$	(67)	$	68,473
Stock compensation expense	—	—		2,469		—		—		2,469
Exercise of common stock options	57,452	—		172		—		—		172
Exercise of warrants	—	—		2,224		—		—		2,224
Foreign currency translation adjustment	—	—		—		—		(12)		(12)
Net loss	—	—		—		(28,808)		—		(28,808)
Balance at September 30, 2019	41,488,370	$	41	$	447,541	$	(402,985)	$	(79)	$	44,518

See accompanying notes to unaudited interim consolidated financial statements

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OptiNose, Inc.

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2020 and 2019

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2020		2019
Operating activities:
Net loss	$	(75,922)	$	(85,058)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	1,036		878
Stock-based compensation	7,857		7,552
Amortization of debt discount and issuance costs	899		382
Loss on extinguishment of debt	—		7,155
Changes in operating assets and liabilities:
Accounts receivable	(3,881)		(8,435)
Grants and other receivables	—		10
Prepaid expenses and other assets	2,144		(221)
Inventory	(5,773)		2,753
Accounts payable	2,821		(1,928)
Accrued expenses and other liabilities	3,770		4,203
Cash used in operating activities	(67,049)		(72,709)
Investing activities:
Purchases of property and equipment	(460)		(485)

Cash used in investing activities	(460)		(485)
Financing activities:
Proceeds from the sale of common stock	33,600		—
Proceeds from long-term debt	34,447		77,596
Proceeds from the issuance of warrants	—		2,404
Repayment of long-term debt	(4,447)		(80,179)
Cash paid for financing costs	(690)		(3,277)
Proceeds from issuance of common stock under employee stock purchase plan	516		612
Proceeds from the exercise of stock options	76		542
Cash provided by (used in) financing activities	63,502		(2,302)
Effects of exchange rate changes on cash and cash equivalents	(11)		(11)
Net decrease in cash, cash equivalents and restricted cash	(4,018)		(75,507)
Cash, cash equivalents and restricted cash at beginning of period	147,165		201,011
Cash, cash equivalents and restricted cash at end of period	$	143,147	$	125,504
Supplemental disclosure of noncash activities:
Fixed asset purchases within accounts payable and accrued expenses	$	55	$	17
Financing costs within accounts payable and accrued expenses	$	147	$	280
Fair value of common stock issued in connection with Pharmakon amendment	$	250	$	—
Recognition of right-of-use assets	$	5,513	$	2,479
Recognition of lease liabilities	$	5,513	$	2,956

See accompanying notes to unaudited interim consolidated financial statements

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

1. Organization and Description of Business

OptiNose, Inc. (the Company) was incorporated in Delaware in May 2010 (inception) and has facilities in Yardley, Pennsylvania, Ewing, New Jersey, and Oslo, Norway. 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.

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 mcg, is a therapeutic utilizing its proprietary Exhalation Delivery System (EDS) device that delivers a topically-acting corticosteroid for the treatment of chronic rhinosinusitis with nasal polyps and, if approved, chronic rhinosinusitis without nasal polyps (also 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.

2. 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 most recently, commercializing XHANCE in the US. As of September 30, 2020, the Company had cash and cash equivalents of $143,134.

In addition, as discussed in Note 9, at the Company's option, $20,000 of Pharmakon Senior Secured Notes (the Third Delayed Draw Notes) may be issued between August 15, 2020 and February 15, 2021 as the Company exceeded XHANCE net sales and royalties for the quarter ended September 30, 2020 of $14,500. The Company expects to draw the $20,000 available to it from the Third Delayed Draw Notes by early 2021, subject to it continuing to meet certain eligibility requirements at the time of the draw.

The Company will likely require additional capital in the future secured through equity or debt financings, partnerships, collaborations, or other sources in order to meet its debt service obligations, including repayment, under the Company's outstanding senior secured notes, and to carry out the Company's planned development and commercial activities. The terms of the outstanding senior secured notes, including applicable covenants, are described in Note 9. If additional capital is not secured when required, the Company may need to delay or curtail its operations until additional funding is received.

The Company is subject to a number of risks similar to other life sciences companies, including, but not limited to, 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.

3. 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 September 30, 2020 and its results of operations for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements (Continued)

(in thousands, except share and per share data)

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, 2019 contained in the Company’s annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 5, 2020.

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

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 represent approximately 48% of the Company's accounts receivable at September 30, 2020 and five customers represent approximately 43% and 46% of the Company's net product sales for the three and nine months ended September 30, 2020, 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.

Fair value of financial instruments

At September 30, 2020 and December 31, 2019, the Company's financial instruments included cash and cash equivalents, accounts receivable, grants receivable, accounts payable and accrued expenses. The carrying amounts reported in the Company's financial statements for these instruments approximate their respective fair values because of the short-term nature of these instruments. In addition, at September 30, 2020, the Company believes the carrying value of long-term debt approximates fair value as the interest rates are reflective of the rate the Company could obtain on debt with similar terms and conditions. At September 30, 2020 and December 31, 2019, there were no financial assets or liabilities measured at fair value on a recurring basis.

Restricted cash

As of September 30, 2020 and December 31, 2019, the restricted cash balance included in prepaid expenses and other assets was $13 and $21, respectively.

Net product revenues

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606), which was 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

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements (Continued)

(in thousands, except share and per share data)

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.

Licensing revenues

The Company has license agreements with Inexia Limited (Inexia) and Currax Pharmaceuticals LLC (Currax). These license agreements provide for exclusive licensed rights to certain intellectual property, a non-refundable up-front payment, potential milestone payment(s) and potential royalty payment(s). The Company analyzed the performance obligations under the license agreements, the consideration received to date and the consideration the Company could receive in the future as part of its analysis related to ASC 606. No licensing revenues were recognized during the three and nine months ended September 30, 2020 (Note 8). The Company recognized the upfront payments from the licensing agreements of $3,730 and $4,230 as licensing revenue upon the delivery of the license performance obligations during the three and nine months ended September 30, 2019, respectively.

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements (Continued)

(in thousands, except share and per share data)

Net income (loss) per common share

Basic net income (loss) per common share is determined by dividing net income (loss) applicable to Company common stock (Common Stock) holders by the weighted average common shares outstanding during the period. For the three and nine months ended September 30, 2020 and 2019, the outstanding Common Stock options, Common Stock warrants and shares to be issued under the Company's 2017 Employee Stock Purchase Plan have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted net loss per share are the same.

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


	September 30,
	2020	2019
Stock options	8,157,752	7,748,519
Restricted stock units	1,499,456	—
Common stock warrants	2,677,188	2,677,188
Employee stock purchase plan	62,699	48,279
Total	12,397,095	10,473,986

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 three and nine months ended September 30, 2020 and 2019, the Company recorded no tax expense or benefit due to the expected current year loss and its historical losses. As of September 30, 2020 and December 31, 2019, the Company has concluded that a full valuation allowance is 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.

Recent accounting pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminated certain exceptions and changed guidance on other matters. The exceptions relate to the allocation of income taxes in separate company financial statements, tax accounting for equity method investments and accounting for income taxes when the interim period year-to-date loss exceeds the anticipated full year loss. Changes relate to the accounting for franchise taxes that are income-based and non-income-based, determining if a step up in tax basis is part of a business combination or if it is a separate transaction, when enacted tax law changes should be included in the annual effective tax rate computation, and the allocation of taxes in separate company financial statements to a legal entity that is not subject to income tax. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its results of operations, financial position and cash flows and related disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 requires that certain implementation costs incurred in a cloud computing arrangement be deferred and recognized over the term of the arrangement. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption is permitted. The Company adopted ASU 2016-02 on January 1, 2020 using the prospective transition method, which did not have a material impact on the Company’s results of operations, financial position, cash flows and related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 resulted in certain modifications to fair value measurement disclosures, primarily related to level 3 fair value measurements. The new standard is effective for

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements (Continued)

(in thousands, except share and per share data)

fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption is permitted. The Company adopted ASU 2018-13 on January 1, 2020, which did not have a material impact on the Company’s disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-03, in conjunction with ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 for companies deemed to be smaller reporting companies as of November 15, 2019, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its results of operations, financial position and cash flows and related disclosures.

4. Inventory

Inventory consisted of the following:


	September 30, 2020		December 31, 2019
Raw materials	$	2,733	$	1,227
Work-in-process	2,137		676
Finished goods	4,456		1,581
Total inventory	$	9,326	$	3,484

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

5. Property and Equipment

Property and equipment, net, consisted of the following:


	September 30, 2020		December 31, 2019
Computer equipment and software	$	1,113	$	1,112
Furniture and fixtures	366		366
Machinery and equipment	3,139		3,142
Leasehold improvements	609		609
Construction in process	474		70
	5,701		5,299
Less: accumulated depreciation	(3,293)		(2,247)
	$	2,408	$	3,052

Depreciation expense was $473 and $286 for the three months ended September 30, 2020 and 2019, respectively. Depreciation expense was $1,035 and $877 for the nine months ended September 30, 2020 and 2019, respectively. In addition, depreciation expense of $394 and $10 was charged to inventory and prepaid expenses and other assets, respectively, as of September 30, 2020, which represents depreciation expense related to equipment involved in the manufacturing process.

6. Leases

The Company leases office space, storage space and equipment (primarily vehicles). Certain office space leases include options to renew that generally can extend the lease term up to three years. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. On September 18, 2020, the Company amended one of its existing office lease agreements to extend the term of the lease by three years.

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

The table below presents the operating lease assets and liabilities recognized on the Company's consolidated balance sheets as of September 30, 2020:

Balance Sheet Line Item

September 30, 2020

Non-current operating lease assets

Other assets

5,999

Operating lease liabilities:

Current operating lease liabilities

Accrued expenses and other current liabilities

1,904

Non-current operating lease liabilities

Other liabilities

4,236

Total operating lease liabilities

6,140

The table below reconciles the undiscounted future minimum lease payments (displayed in aggregate by year) under non-cancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the consolidated balance sheets as of September 30, 2020:


	September 30, 2020
2020	$	586
2021	2,166
2022	1,982
2023	1,589
Thereafter	420
Total undiscounted future minimum lease payments	6,743
Less: difference between undiscounted lease payments and discounted operating lease liabilities	$	603
Total operating lease liabilities	$	6,140

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:


	September 30, 2020		December 31, 2019
Accrued expenses:
Product revenue allowances	$	15,540	$	12,858
Selling, general and administrative expenses	5,349		5,544
Research and development expenses	4,363		3,379
Payroll expenses	6,686		7,810
Inventory purchases	2,581		1,230
Other	858		558
Total accrued expenses	35,377		31,379
Other current liabilities:
Lease liability	1,904		1,135
Total other current liabilities	1,904		1,135
Total accrued expenses and other current liabilities	$	37,281	$	32,514

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

8. Licensing Revenue

Inexia License Agreement

On January 31, 2019, OptiNose AS entered into a license agreement (the Inexia License Agreement) with Inexia Limited (Inexia) pursuant to which the Company granted Inexia an exclusive worldwide license to certain intellectual property for the development and commercialization of products containing orexin receptor agonist and/or orexin receptor positive modulator molecules for the treatment, diagnosis or prevention of human diseases or conditions associated primarily with orexin receptor agonism and orexin receptor positive modulation.

Under the terms of the Inexia License Agreement, Inexia paid the Company a $500 upfront payment, which was recognized as license revenue in the first quarter of 2019. For each product developed under the Inexia License Agreement, the Company is eligible to receive up to $8,000 of development milestone payments and up to $37,000 of sales milestone payments. In addition, the Company is eligible to receive tiered, low-to-mid single digit royalties based on net sales of any products successfully developed and commercialized under the Inexia License Agreement. Other than the upfront payment, the Company does not anticipate the receipt of any milestone or royalty payments from Inexia in the near term.

Currax License Agreement

On September 25, 2019, OptiNose AS entered into a license agreement (the Currax License Agreement) with Currax Pharmaceuticals LLC (Currax) pursuant to which the Company granted Currax an exclusive license to certain intellectual property for the commercialization of Onzetra Xsail in the US, Canada and Mexico.

Under the terms of the Currax License Agreement, Currax paid the Company an upfront payment of $3,730, which was recognized as license revenue during the third quarter of 2019. In addition, the Company is eligible to receive an additional $750, which is being held in escrow for a limited period to cover certain indemnification obligations. The Company is also eligible to receive a one-time 10% royalty on Onzetra Xsail net sales in excess of $3,000 solely for calendar year 2020, and a $1,000 milestone payment subject to the achievement of a specified regulatory milestone. No licensing revenue was recognized by the Company during the three and nine months ended September 30, 2020.

9. Long-term Debt

On September 12, 2019 (the Closing Date), the Company entered into a Note Purchase Agreement (the Pharmakon Senior Secured Notes) with funds managed by Pharmakon Advisors, LP (Pharmakon), the investment manager of the BioPharma Credit funds (BioPharma). The Pharmakon Senior Secured Notes provide the Company with up to $150,000 in debt financing, of which $80,000 was issued on the Closing Date. On February 13, 2020, the Company received an additional $30,000 (the First Delayed Draw Notes) after achieving the $9,000 XHANCE net sales and royalties threshold for the quarter ended December 31, 2019.

At the Company's option, $20,000 of Pharmakon Senior Secured Notes may be issued between August 15, 2020 and February 15, 2021 (the Third Delayed Draw Notes, and together with the First Delayed Draw Notes and the Additional Delayed Draw Notes, collectively, the Delayed Draw Notes) subject to the Company achieving either (x) XHANCE net sales and royalties for the quarter ended September 30, 2020 of at least $14,500 or (y) XHANCE net sales and royalties for the six months ended December 31, 2020 of at least $31,000. The Company achieved the XHANCE net sales and royalties threshold associated with the Third Delayed Draw Notes for the quarter ended September 30, 2020 and therefore, has the option to draw the Third Delayed Draw Notes prior to February 15, 2021, subject to meeting certain eligibility requirements at the time of the draw.

On August 13, 2020, in conjunction with the Offering (see Note 11), the Company entered into an amendment (the Amendment) to the Pharmakon Senior Secured Notes. The Amendment provides the Company with the option to issue an additional $20,000 of Pharmakon Senior Secured Notes (the Additional Delayed Draw Notes), subject to the Company achieving XHANCE net sales and royalties for the quarter ended June 30, 2021 of at least $26,000 and certain other conditions. As consideration for the Amendment, the Company issued 44,643 shares of Common

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

Stock to Pharmakon. The aggregate fair value of $250 was recorded as debt issuance costs and is being amortized to interest expense over the term of the Pharmakon Senior Secured Notes.

The Pharmakon Senior Secured Notes bear interest at a fixed per annum rate of 10.75% and are scheduled to mature on September 12, 2024 (the Maturity Date). The Company is required to make quarterly interest payments until the Maturity Date. The Company is also required to make principal payments, which are payable in eight equal quarterly installments beginning on December 15, 2022 and continuing until the Maturity Date; provided that the Company may, at its election, postpone any such principal payment until the Maturity Date if, as of the applicable payment date, certain trailing four-quarter consolidated XHANCE net sales and royalties thresholds have been achieved.

In conjunction with the Pharmakon Senior Secured Notes, the Company paid an upfront fee of $1,125 on the Closing Date and issued warrants to purchase an aggregate of 810,357 shares of Common Stock at an exercise price equal to $6.72 per share, which expire on September 12, 2022. The upfront fees were recorded as debt discount at issuance and are being amortized to interest expense over the five year term of the loan. The Company also incurred $4,991 in debt issuance costs, including $2,404 related to the fair value of the warrants and $150 associated with the First Delayed Draw Notes, which are also being amortized to interest expense over the term of the Pharmakon Senior Secured Notes. The Company will incur additional debt issuance costs of 0.5% of the principal amount of the remaining Delayed Draw Notes, if issued.

The Company is required to repay the Pharmakon Senior Secured Notes in full upon the occurrence of a change of control (as defined in the Note Purchase Agreement). In addition, the Company may make voluntary prepayments in whole or in part. All mandatory and voluntary prepayments are subject to the payment of prepayment premiums as follows: (i) if prepayment occurs prior to the third anniversary of the Closing Date, an amount equal to 2% of the principal prepaid, (ii) if prepayment occurs on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, an amount equal to 1% of the principal prepaid, and (iii) if prepayment occurs on or after the fourth anniversary of the Closing Date, no prepayment premium is required. Additionally, the Company is also required to pay a "make-whole" amount in respect of any principal payments (whether mandatory or voluntary) made prior to the 30-month anniversary of the issuance of the applicable note, in an amount equal to the interest that would have accrued through the 30-month anniversary in respect of such note but for such principal payment.

The Pharmakon Senior Secured Notes are secured by a pledge of substantially all of the Company's assets and 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 and enter into affiliate transactions, in each case, subject to certain exceptions. In addition, the Pharmakon Senior Secured Notes contain financial covenants requiring the Company to maintain at all times certain minimum trailing twelve-month consolidated XHANCE net sales and royalties, tested on a quarterly basis, and at least $30,000 of cash and cash equivalents. As of September 30, 2020, the Company was in compliance with the covenants.

The 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 notes.

On September 12, 2019, in conjunction with the entry into the Pharmakon Senior Secured Notes, the Company terminated the Athyrium senior secured notes and all outstanding amounts under such notes were repaid in full, and all security interests and other liens granted to or held by Athyrium were terminated and released.

The Company recorded interest expense of $3,350 and $2,371 during the three months ended September 30, 2020 and 2019, respectively, and $9,506 and $7,148 during the nine months ended September 30, 2020 and 2019, respectively, in conjunction with both Pharmakon Senior Secured Notes and the Athyrium senior secured notes. Interest expense included total coupon interest, exit fees, front end fees and the amortization of debt issuance costs.

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

The long-term debt balance is comprised of the following:



	September 30, 2020		December 31, 2019
Face amount	$	110,000	$	80,000
Front end fees	(903)		(1,030)
Debt issuance costs	(4,084)		(4,439)
Long-term debt, net	$	105,013	$	74,531

10. Employee Benefit Plans

For US employees, the Company maintains a defined contribution 401(k) retirement plan. As of September 30, 2020, approximately $105 is recorded in accrued liabilities related to the Company match. The Company's contributions are made in cash.

For Norway employees, the Company maintains defined contribution pension plans which meet the statutory requirements of those jurisdictions. The Company maintained a defined contribution pension plan for former UK employees through August 5, 2020. The Company incurred costs related to the pension plans of $5 and $4 for the three months ended September 30, 2020 and 2019, respectively, and $15 for the nine months ended September 30, 2020 and 2019.

11. Stockholders' Equity

Common stock

On August 18, 2020, the Company closed an underwritten public offering (the Offering) of 6,000,000 shares of Company common stock (Common Stock) at a price of $5.60 per share. As a result of the offering, the Company received $33,405 in net proceeds, after deducting offering expenses of approximately $195 payable by the Company.

Common stock warrants

As of September 30, 2020, the Company had the following warrants outstanding to purchase shares of Common Stock:


Number of Shares	Exercise Price Per Share		Expiration Date
1,866,831	$	8.16	November 1, 2020
810,357	$	6.72	September 12, 2022

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

12. Stock-based Compensation

The Company recorded stock-based compensation expense related to stock options and shares issued under the Company's 2017 Employee Stock Purchase Plan (2017 Plan) in the following expense categories of its accompanying consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of product sales	$	25	$	33	$	113	$	78
Research and development	334		90		922		617
General and administrative	2,267		2,312		6,822		6,857
	$	2,626	$	2,435	$	7,857	$	7,552

In addition, stock-based compensation expense of $68 and $1 was charged to inventory and prepaid expenses and other assets, respectively, during the nine months ended September 30, 2020, which represents the total stock-based compensation expense incurred related to employees involved in the manufacturing process of finished goods and samples during the period.

Stock Options

The Company issues stock-based awards pursuant to its 2010 Stock Incentive Plan, as amended and restated (A&R Plan).The Company has issued service-based and performance-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 in connection with the Company's development programs. Additionally, the Company has issued stock options in excess of the fair market value of Common Stock on the issuance date that were only exercisable upon a change in control or upon or after an initial public offering. As of September 30, 2020, all of the performance conditions related to performance-based stock options issued by the Company have been achieved.

The following table summarizes the activity related to stock option grants to employees and nonemployees for the nine months ended September 30, 2020:


	Shares	Weighted average exercise price per share		Weighted average remaining contractual life
Outstanding at December 31, 2019	7,399,217	$	9.81	6.37
Granted	1,303,210	5.64
Exercised	(71,748)	2.26
Expired	—	—
Forfeited	(472,927)	10.13
Outstanding at September 30, 2020	8,157,752	$	9.19	6.12
Exercisable at September 30, 2020	5,384,480	$	9.58	4.83
Vested and expected to vest at September 30, 2020	8,157,752	$	9.19	6.12

During the nine months ended September 30, 2020, stock options to purchase 1,303,210 shares of Common Stock were granted to employees and generally vest over four years. The stock options had an estimated weighted average grant date fair value of $3.44. During the nine months ended September 30, 2019, stock options to purchase 2,070,173 shares of Common Stock were granted to employees that generally vest over four years. The stock options had an estimated weighted average grant date fair value of $4.78.

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

Included in the table above are 90,000 of 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).

The grant date fair value of each stock option grant was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted average assumptions:


	Nine Months Ended September 30,
	2020			2019
Risk free interest rate	0.71		%	2.48		%
Expected term (in years)	6.03			6.05
Expected volatility	68.77		%	67.03		%
Annual dividend yield	0.00		%	0.00		%
Fair value of common stock	$	5.64		$	7.70

At September 30, 2020, the unrecognized compensation cost related to unvested stock options expected to vest was $14,082. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.13 years.

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 nine months ended September 30, 2020:


			Shares
Balance at December 31, 2019			—
Granted			1,542,172
Vested and settled			—
Expired/forfeited/canceled			(42,716)
Balance at September 30, 2020			1,499,456
Expected to vest at September 30, 2020			1,499,456

During the nine months ended September 30, 2020, the Company granted 1,542,172 RSUs at a weighted-average grant date fair value of $5.27, of which 970,119 were service-based RSUs and 572,053 were performance-based RSUs. As of September 30, 2020, the milestones associated with the performance based-RSUs are not probable of achievement, and accordingly, no stock based compensation expense has been recognized to date for these awards. At September 30, 2020, the unrecognized compensation cost related to unvested service-based RSUs expected to vest was $4,260, to be recognized over an estimated weighted-average amortization period of 3.45 years. The unrecognized compensation cost related to unvested performance-based RSUs was $3,095, which will be recognized commencing in the period in which the performance condition is deemed probable of achievement over the remaining service period.

Included in the table above are 60,000 of 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 of $102 and $91 during the three months ended September 30, 2020 and 2019, respectively, and $389 and $319 during the nine months ended September 30, 2020 and 2019, respectively, related to the 2017 Plan.

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OptiNose, Inc.

Notes to Unaudited Interim Consolidated Financial Statements

(in thousands, except share and per share data)

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:


	Nine Months Ended September 30,
	2020		2019
Risk free interest rate	0.96	%	2.32	%
Expected term (in years)	0.5		0.5
Expected volatility	84.55	%	73.34	%
Annual dividend yield	0.00	%	0.00	%

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this section in conjunction with our unaudited interim consolidated financial statements and related notes included in Part I. Item 1 of this Form 10-Q and our audited consolidated financial statements and related notes thereto and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (SEC) on March 5, 2020. In addition to historical information, some of the information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results could differ materially from the results described in or implied by such forward-looking statements. Please refer to the "Note Regarding Forward-Looking Statements" section of this Form 10-Q for additional information.

Company Overview

We are a specialty pharmaceutical company focused on the development and commercialization of products for patients treated by ear, nose and throat (ENT) and allergy specialists. Our first commercial product, XHANCE® (fluticasone propionate) nasal spray, 93 micrograms (mcg), is a therapeutic utilizing our proprietary Exhalation Delivery System (EDS) device that delivers a topically-acting corticosteroid for the treatment of chronic rhinosinusitis with nasal polyps and, if approved, chronic rhinosinusitis without nasal polyps (also referred to as chronic sinusitis). Chronic rhinosinusitis is a serious nasal inflammatory disease that is treated using therapies, such as intranasal steroids (INS), which have significant limitations. We believe XHANCE has a differentiated clinical profile with the potential to become part of the standard of care for this disease because it is able to deliver medication to the primary site of inflammation high and deep in the nasal passages in regions not adequately reached by conventional INS.

In September 2017, the U.S. Food and Drug Administration (FDA) approved XHANCE 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. We have two ongoing phase 3b clinical trials evaluating XHANCE as a treatment for chronic sinusitis and expect top-line results from both of these these trials in the second half of 2021.

Business Updates in Response to the COVID-19 Pandemic

The COVID-19 pandemic has caused business and economic disruption, and the duration and impact of that disruption is uncertain at this time.

•In mid-March 2020, we transitioned to a full-time, virtual work environment in which all employees, including sales representatives (whom we refer to as territory managers), were encouraged to work from their place of residence. Our decision was based on actions taken by federal, state and local governments to contain the spread of severe acute respiratory coronavirus 2 (SARS-CoV-2) and the related Coronavirus Disease 2019 (COVID-19), as well as the impact of “social distancing” efforts and various mitigation actions implemented by healthcare practices across the United States.

•Federal, state and local government requirements and guidances have impacted virtually all of the physicians' offices in which our territory managers detail XHANCE. These impacts include reduced patient visits, temporary halt of territory managers' visits, and temporary closings of physicians' offices. Shortly after our transition to a full-time, virtual work environment, our territory managers began virtual details of XHANCE to target audience physicians.

•We have been monitoring, and will continue to monitor, federal, state, and local government requirements and guidances. In certain instances, the various mitigation efforts have been updated to facilitate a return to a working environment with fewer restrictions. Where permitted by governmental requirements and the policies of physician offices, our territory managers began to return to in-person detailing of physicians in May and June. Given the localized nature of the restrictions that are in place and the potential for restrictions to return, we have equipped our territory managers to operate in an environment that will include a mix of virtual and in-person physician detailing with dependencies on geography and time.

•Late in the first quarter we began to observe an adverse impact of the COVID-19 pandemic on XHANCE prescription growth. This adverse impact was most pronounced during the "shelter-in-place" mitigation efforts that were prevalent from late-March through May. Although XHANCE prescription growth (and in particular, new prescription growth) continues to be adversely impacted by the COVID-19 pandemic, the magnitude of the impact has slowly improved as federal, state and local government requirements and

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guidances have been updated to facilitate economic reopening. Based on third-party prescription data as well as data from Preferred Pharmacy Network (PPN) partners, XHANCE prescriptions increased 11% from first quarter 2020 to second quarter 2020, and 11% from second quarter 2020 to third quarter 2020. Although XHANCE prescriptions have grown during this initial COVID-19 period, the rate of growth was below our pre-pandemic expectations. Due to the adverse effect of the COVID-19 pandemic on XHANCE prescription growth to date, as well as the unknown effect in the future, we withdrew our previous XHANCE revenue guidance for 2020. Additionally, the duration and magnitude of the negative impact from the COVID-19 pandemic on XHANCE net revenue are uncertain and may affect the availability of additional capital under our Pharmakon Note Purchase Agreement and our ability to remain in compliance with our revenue covenants thereunder.

•Due to the impacts of the COVID-19 pandemic, one of our contract manufacturers implemented a reduced work schedule and additional precautions which resulted in delays relating to the manufacture of XHANCE in second quarter 2020 but did not result in an interruption to commercial or clinical supply. Currently, all of our manufacturers are manufacturing XHANCE finished goods on time. Additionally, we believe we are maintaining appropriate levels of finished product inventories in the event of future supply disruption, however, the duration and magnitude of a future negative impact from COVID-19 could constrain our supply of XHANCE.

•Previous guidance related to the expected timing of results from our ongoing chronic sinusitis trials indicated that top-line results from both trials would be available in the second half of 2021. Pauses in patient enrollment due to factors related to COVID-19 have had, and may continue to have, varying effects in different geographies and over time but have not yet led to a change in our projected timeline for initial data availability; however, a meaningful 'second wave' of the virus or extended shut downs in the U.S. or Europe will likely extend this timeline. For those subjects currently participating in these studies, procedures to facilitate ongoing treatment and capture of data during periods of in-person care restrictions have been put in place.

•In light of the uncertainties created by the COVID-19 pandemic, in May 2020 we announced actions to reduce 2020 operating expenses while preserving our ability to drive XHANCE growth and complete our ongoing chronic sinusitis trials. These expense reductions include a reprioritization of project spending, a reduction in payroll costs, and lower near-term clinical trial expenses as the result of temporarily paused patient enrollment at research sites in response to the acute COVID-19 environment.

The full impact of the COVID-19 pandemic on our business is still unknown. It is likely to continue to have negative impacts on XHANCE prescription growth and net revenues as a result of fewer patients visiting physician offices, restrictions imposed by some physician offices relating to territory managers' visits, increased unemployment adversely affecting demand and payor mix, and the availability and cost of capital for us to fund our business operations and service our debt. We will continue to assess the evolving impact of the COVID-19 pandemic and will make adjustments to our operations as necessary.

Additional Business Updates

We track and report metrics that we believe are an important part of assessing our progress in key strategic areas including:

•XHANCE Prescriptions and Market Share. Based on third-party prescription data as well as data from PPN partners, the total estimated number of XHANCE prescriptions in the third quarter of 2020 was 69,000, which represents 61% growth for prescriptions when compared to estimated third quarter 2019 prescriptions of 43,000. The INS prescription market decreased approximately 7% from third quarter 2019 to third quarter 2020 based on third-party prescription data. In addition, the total estimated number of XHANCE prescriptions was 54,300 in the fourth quarter of 2019, 56,100 in the first quarter of 2020, and 62,500 in the second quarter of 2020.

A seasonal effect has historically been observed in the INS prescription market in which market volume generally peaks near the middle of the second quarter and declines into the early part of the third quarter of each calendar year. As a result of the COVID-19 pandemic, INS prescription market volumes did not experience the expected peak in the second quarter of 2020. Based on third-party prescription data, the INS market increased 9% from the third quarter of 2019 to the fourth quarter of 2019, increased 8% from the fourth quarter of 2019 to the first quarter of 2020, decreased 16% from the first quarter of 2020 to the second quarter of 2020, and decreased 6% from the second quarter of 2020 to the third quarter of 2020.

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Although the underlying disease that we are treating is chronic and causes symptoms year-round, we believe the variation in patient flow through the offices of relevant physician specialists, and seasonality in disease flare-ups, has an impact on the number of patients that present themselves and who are therefore available to receive a new prescription for XHANCE. Demand has historically been, and we expect will continue to be, impacted by the INS market seasonality and the seasonal variation in patient visits with their doctor resulting in reduced XHANCE prescription demand in the third quarter. Additionally, as we experienced in 2020, we expect that the first quarter prescription demand and average net revenue per prescription for XHANCE will be adversely impacted in future years by the annual resetting of patient healthcare insurance plan deductibles and changes in individual patients' healthcare insurance coverage, both of which often occur in January.

We track the market share of XHANCE within our current target audience. For this purpose, we calculate market share as the proportion of XHANCE prescriptions to the number of prescriptions written for other INS within our current target audience of over 10,000 physicians. We believe market share, in addition to XHANCE prescription volume, provides important information regarding XHANCE utilization because market share normalizes XHANCE prescriptions for market effects including the INS market seasonality, seasonal variation in patient visits with their doctor, annual deductible resets and annual changes in individual patient's healthcare insurance coverage referenced above. Based on third-party prescription data as well as data from PPN partners, we estimate XHANCE had a market share of 3.0% in the third quarter of 2019, 3.5% in the fourth quarter of 2019, 3.8% in the first quarter of 2020, 5.6% in the second quarter of 2020, and 5.7% in the third quarter of 2020. Note that most of the INS prescriptions written within our target physician audience are for chronic sinusitis, allergic rhinitis and other conditions outside of our nasal polyp indication. Our target physician audience is subject to revision each quarter to account for changes such as revised sales target prioritization, and physician retirements. Changes to the target physician audience can contribute some of the quarter over quarter change in market share.

•XHANCE New Prescriptions and Refill Prescriptions. The underlying disease that we are treating is chronic and, as a result, many patients may fill multiple prescriptions per year. We monitor new prescriptions as they create the potential for future refill prescriptions. Based on third-party prescription data as well as data from PPN partners, the total estimated number of XHANCE new prescriptions in the third quarter of 2020 was 23,000, which represents 29% growth for new prescriptions when compared to estimated third quarter 2019 new prescriptions of 17,800. In addition, the total estimated number of XHANCE new prescriptions was 21,200 in the fourth quarter of 2019, 22,300 in the first quarter of 2020, and 18,700 in the second quarter of 2020. Based on third-party prescription data, the INS market for new prescriptions decreased 12% from the third quarter of 2019 to the third quarter of 2020 and decreased 5% from the second quarter of 2020 to the third quarter of 2020.

We track refill prescriptions and provide patient assistance to support refill programs that are administered by our PPN partners. Based on third-party prescription data as well as data from PPN partners, the total estimated number of XHANCE refill prescriptions in the third quarter of 2020 was 46,100, which represents 83% growth for refill prescriptions when compared to estimated third quarter 2019 refill prescriptions of 25,200. In addition, the total estimated number of XHANCE refill prescriptions was 33,000 in the fourth quarter of 2019, 33,700 in the first quarter of 2020, and 43,800 in the second quarter of 2020.

•Prescribing Breadth and Depth. We track the number of physicians who prescribe XHANCE in a time period to evaluate the breadth of prescribing. Based on third-party prescription data as well as data from PPN partners, the total estimated number of physicians who had at least one patient fill a prescription for XHANCE in the third quarter of 2020 was 6,443, which represents 27% growth when compared to the estimated 5,075 physicians who had at least one patient fill a prescription for XHANCE in the third quarter of 2019. In addition, the total estimated number of physicians who had at least one patient fill a prescription for XHANCE was 5,859 in the fourth quarter of 2019, 6,345 in the first quarter of 2020, and 6,209 in the second quarter of 2020.

We also track the number of prescriptions filled by a prescribing physician's patients in a time period to evaluate depth of prescribing. Based on third-party prescription data as well as data from PPN partners, the total estimated number of physicians who had more than 15 XHANCE prescriptions filled by their patients in the third quarter of 2020 was 1,153, which represents 73% growth when compared to the estimated 665 physicians who had more than 15 XHANCE prescriptions filled by their patients in the third quarter of 2019. In addition, the total estimated number of physicians who had more than 15 XHANCE prescriptions filled by

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their patients was 828 in the fourth quarter of 2019, 895 in the first quarter of 2020, and 1,028 in the second quarter of 2020.

Sales, Marketing & Distribution

We have established a commercial infrastructure designed to drive adoption and sales of XHANCE with healthcare professionals who treat patients with nasal polyps. We believe that approximately 15,000 physicians treat an estimated 3.5 million chronic rhinosinusitis patients, an estimated 1.2 million of whom have chronic rhinosinusitis with nasal polyps.

Customer Model We have hired and deployed approximately 100 territory managers into unique, geographically-defined territories. These territory managers target over 10,000 ENTs, allergists and “specialty-like” primary care physicians, and we target additional physicians through digital and non-personal promotion in areas where we do and do not have territory managers. Our sales team is equipped with educational materials demonstrating the benefit and safety profile of XHANCE. In the future we may increase the number of geographic territories as well as hire additional territory managers in order to increase the number of called-on target physicians and frequency of calls. We believe that in the long term, direct to consumer (DTC) advertising could be an effective way to increase XHANCE prescription growth, and have conducted pilot programs to evaluate the potential benefits of DTC advertising.

Kaléo Co-Promotion In July 2020, we entered into an agreement with kaléo, a pharmaceutical company dedicated to building innovative solutions for serious and life-threatening medical conditions, to co-promote XHANCE. Under the terms of the agreement, kaléo initiated promotion of XHANCE to an agreed-upon audience of office-based healthcare professionals on October 1, 2020. The audience includes nearly 6,000 prescribers, about half of whom are outside of the current Optinose called-on universe of approximately 10,000 healthcare professionals.

XHANCE Co-Pay Savings Program We believe our co-pay savings program provides an affordability solution for patients that physicians will support. This program provides patient co-pay assistance including a first prescription at no out-of-pocket cost ($0 co-pay) to eligible commercially insured patients and low subsequent co-pays for refills ranging from $0 to $50 per XHANCE unit. In second quarter 2020, we introduced ASSIST, a short-term patient assistance program to support patients during the early stages of the COVID-19 pandemic. ASSIST offered $0 patient out-of-pocket for the first three prescriptions for new commercially insured patients. We closed the ASSIST program to new patients at the end of June and continue to use our previously successful co-pay support programs.

Market Access Based on currently available third-party data and our internal analyses as of September 30, 2020, we believe that approximately 75% of commercially insured lives are currently in a plan in which we have contracted for XHANCE coverage. However, payors may change coverage levels for XHANCE, positively or negatively, at any time. Additionally, payors generally impose restrictions on access to or usage of XHANCE, such as by requiring prior authorizations or "step-edits." For example, insurers may require that a patient first use a generic INS prior to becoming eligible for coverage for XHANCE. Some healthcare providers may not complete the administrative process required to demonstrate or document that the patients for whom XHANCE has been prescribed meet the payors’ utilization management criteria (i.e., prior authorizations or step-edits) and, as a result, patients may not gain access to XHANCE treatment. In our contract negotiations with payors we seek to balance patient access and affordability, breadth of coverage, payor utilization management and rebate levels. We have also contracted with the Centers for Medicare and Medicaid Services for coverage of certain government insured lives and continue to expand XHANCE market access for other government-insured populations.

Trade and Distribution We sell XHANCE primarily to PPN partners with whom we contract to perform certain patient services such as patient insurance benefit verification. We established this channel to offer patients the option of filling prescriptions through a network of preferred pharmacies that may be able to better serve the needs of patients through services including delivery of XHANCE by mail and performing certain patient services such as patient insurance benefit verification. We also sell XHANCE to wholesale pharmaceutical distributors, who, in turn, sell XHANCE to pharmacies, hospitals and other customers. We have contracted with a third-party logistics provider for key services related to logistics, warehousing and inventory management, and distribution. Further, our third-party logistics provider provides customer order fulfillment services and accounts receivable management.

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XHANCE Development

In addition to XHANCE’s existing indication for the treatment of nasal polyps, in order to broaden our U.S. market opportunity, we initiated a clinical trial program in pursuit of a follow-on indication for the treatment of chronic sinusitis in the U.S. We believe XHANCE has the potential to be the first drug therapy approved by the FDA for the treatment of chronic sinusitis. We expect the program will be comprised of two phase 3b clinical trials, the first of which was initiated in the fourth quarter of 2018 and is estimated to enroll approximately 378 subjects and the second of which was initiated in the second quarter of 2019 and is estimated to enroll approximately 399 subjects. Estimated enrollment for both trials is subject to change for factors that may include an interim analysis intended to inform the statistical powering of both trials. We expect top-line results from both of our ongoing chronic sinusitis trials in the second half of 2021.

OPN-019

In June 2020, we announced the initiation of development of a new product candidate, OPN-019. OPN-019 will combine the Company’s proprietary nasal Exhalation Delivery System (EDS) with an antiseptic.

We have performed in vitro testing against SARS-CoV-2 with a candidate formulation in which a 4-log reduction (a 99.99% reduction) in virus count was produced. In addition, we are performing tests against other pathogens and expect results in November.

Because components of the drug-device combination product candidate, including both the active drug and delivery device, are currently commercially available in the U.S., we anticipate streamlined and accelerated development. Subsequent to a pre-Investigational New Drug (IND) submission we have engaged with FDA regarding an IND and clinical development pathway.

We are focused on supporting the initial stages of development within our current operating expense guidance and intend to seek grants, partnerships, and/or other sources of capital to fund future development.

Financial Operations Overview

The following discussion sets forth certain components of our consolidated statements of operations as well as factors that impact those items.

Net product revenues

Sales of XHANCE generated $15.4 million and $8.7 million in net product revenues for the three months ended September 30, 2020 and 2019, respectively, and $32.8 million and $19.3 million for the nine months ended September 30, 2020 and 2019, respectively. In accordance with GAAP, we determine net product revenues for XHANCE, with specific assumptions for variable consideration components including but not limited to trade discounts and allowances, co-pay assistance programs and payor rebates.

Based on available XHANCE prescription data purchased from third parties and data from our PPN partners, who collectively dispensed more than 80% of our total prescriptions (TRxs) in the period, our average net product revenues per prescription for the third quarter of 2020 was approximately $224, an increase compared to average net product revenues per prescription of $164 in second quarter of 2020.

The increase in average net product revenues per presctiption in the third quarter of 2020 from the second quarter of 2020 is largely a consequence of reduced copay support under our assistance programs as the result of patients' meeting their out of pocket expense thresholds and the sunsetting of the ASSIST program at the end of June 2020.

We calculate average net product revenues per prescription, one metric that we use to gauge the profitability of XHANCE, by dividing net product revenues for the quarter by the estimated number of XHANCE prescriptions dispensed during the quarter. As a result, average net product revenues per prescription is subject to variability. That variability is impacted by factors that do not necessarily reflect a change in the price that is paid for an individual unit of XHANCE, including but not limited to ordering patterns and inventory levels for our wholesale customers and PPN partners, patient utilization rates of affordability programs and the proportion of patients acquiring XHANCE through an insurance benefit. There is also the potential for variability that results from changes in estimation methodology by the third parties that we rely upon to provide prescription data which may lead to revisions of historical estimates of prescription volumes and our calculated average net product revenues per prescription.

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Licensing revenues

Currax License Agreement

In September 2019, we entered into a license agreement (the Currax License Agreement) with Currax Pharmaceuticals LLC (Currax). Under the terms of the Currax License Agreement, we granted Currax an exclusive license to certain OptiNose patents and a non-exclusive license to certain OptiNose know-how to use, sell, offer for sale, have sold and import Onzetra® Xsail® (sumatriptan nasal powder) in the US, Canada and Mexico.

Under the terms of the Currax License Agreement, we received a $3.7 million upfront payment. In addition, we are eligible to receive an additional $0.8 million, which is being held in escrow for a limited period to cover certain indemnification obligations. We are also eligible to receive a one-time 10% royalty on Onzetra net sales in excess of $3.0 million solely for calendar year 2020, and an additional $1.0 million milestone payment subject to the achievement of a specified regulatory milestone.

Inexia License Agreement

In January 2019, OptiNose AS entered into the Inexia License Agreement with Inexia. Under the terms of the Inexia License Agreement, Inexia paid us a $0.5 million upfront payment. For each product developed under the Inexia License Agreement, we are eligible to receive up to $8.0 million of development milestone payments and up to $37.0 million of sales milestone payments. In addition, we are eligible to receive tiered, low-to-mid single digit royalties based on net sales of any products successfully developed and commercialized under the Inexia License Agreement. Other than the upfront payment, we do not anticipate the receipt of any milestone or royalty payments from Inexia in the near term.

Costs of product sales

Costs of product sales includes the cost of inventory sold, which includes direct and indirect manufacturing and supply chain costs.

Research and development expense

Research and development expense consists primarily of expenses incurred to prepare for, initiate and conduct our planned clinical trials, ongoing research efforts of new products and device improvements. We expense research and development costs as incurred. These expenses include:

▪personnel expenses, including salaries, benefits and stock-based compensation expense;

▪costs of funding clinical development performed by third parties, including pursuant to agreements with contract research organizations (CROs), as well as investigative sites and consultants that conduct or support our nonclinical studies and clinical trials;

▪expenses associated with the continued development of our EDS devices;

▪expenses incurred under agreements with contract manufacturing organizations (CMOs), including manufacturing scale-up expenses prior to regulatory approval of products for commercial sale and the cost of acquiring and manufacturing preclinical study and clinical trial materials;

▪consultant fees and expenses associated with outsourced professional scientific development services;

▪expenses for regulatory activities, including filing fees paid to regulatory agencies and costs incurred to compile and respond to filings with the FDA prior to regulatory approval of products for commercial sale;

▪costs incurred to maintain, expand and protect our patent portfolio as it relates to product candidates in development; and

▪allocated expenses for facility costs, including rent, utilities, depreciation and maintenance.

We typically use our employee, consultant and infrastructure resources across our research and development programs. Although we track certain outsourced development costs by product candidate, we do not allocate personnel costs or other internal costs to specific product candidates.

We plan to incur research and development expenses for the foreseeable future as we expect to continue the development of XHANCE for the treatment of chronic sinusitis and our other product candidates, including OPN-019. At this time, due to the inherently unpredictable nature of preclinical and clinical development and the regulatory approval process, compounded by the uncertainty introduced by the COVID-19 pandemic, the rate of

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subject enrollment, number of subjects required, and trial duration, we are unable to estimate with reasonable certainty the costs we will incur and the timelines we will require in our continued development efforts.

Selling, general and administrative expense

General and administrative expense consists primarily of personnel expenses, including salaries, benefits and stock-based compensation expense, for employees in executive, finance, accounting, business development, information technology, legal and human resource functions. General and administrative expense also includes corporate facility costs, including rent, utilities, depreciation and maintenance, not otherwise included in research and development expense, as well as regulatory fees and professional fees for legal, patent, accounting and other consulting services.

Sales and marketing expenses include our sales team and supporting promotional materials, digital promotion, peer-to-peer education, congresses / conventions, samples, and marketing activities such as direct-to-patient / direct-to-consumer initiatives. Additionally, sales and marketing-related expenses include fees paid to our PPN partners for services unrelated to traditional distribution functions, such as data fees and benefit claims adjudication.

Interest (income) expense

Interest (income) expense consists of interest earned on our cash and cash equivalents held with institutional banks and interest expense is primarily related to our note purchase agreement (Pharmakon Senior Secured Notes) with Pharmakon Advisors, LP (Pharmakon) and our former note purchase agreement (Athyrium Senior Secured Notes) with Athyrium Opportunities III Acquisition LP (Athyrium).

Other (income) expense

Other (income) expense consists primarily of foreign currency (income) losses due to exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Consolidated Results of Operations

Comparison of three months ended September 30, 2020 and 2019

The following table sets forth our selected consolidated statements of operations data for the periods indicated (in thousands):


	Three Months Ended September 30,
	2020		2019
Revenues:
Net product revenues	$	15,436	$	8,667
Licensing revenues	—		3,730
Total revenues	15,436		12,397
Costs and expenses:
Cost of product sales	2,221		1,389
Research and development	6,524		5,547
Selling, general and administrative	24,575		25,270
Total operating expenses	33,320		32,206
Loss from operations	(17,884)		(19,809)
Other (income) expense:
Interest (income) expense	3,319		1,813
Other (income) expense	11		7,186
Total other (income) expense	3,330		8,999
Net loss	$	(21,214)	$	(28,808)

Net product revenues

Net product revenues related to sales of XHANCE were $15.4 million and $8.7 million for the three months ended September 30, 2020 and 2019, respectively. Revenue growth is attributable primarily to an increase in units sold to customers, as a result of a greater number of XHANCE prescriptions dispensed during the three months ended September 30, 2020.

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Cost of product sales

Cost of product sales related to XHANCE were $2.2 million and $1.4 million for the three months ended September 30, 2020 and 2019, respectively, with the increase primarily attributed to an increase in units sold to customers during the period.

Research and development expense

Research and development expense was $6.5 million and $5.5 million for the three months ended September 30, 2020 and 2019, respectively. The $1.0 million increase was attributable primarily to:

•a $0.8 million increase in clinical expenses related to the conduct of our clinical trials of XHANCE for the treatment of chronic sinusitis and FDA-mandated pediatric studies;

•a $0.3 million increase in personnel costs; and

•a $0.1 million increase in regulatory expenses as a result of the initiation of development of OPN-019.

This increase was offset by:

• a $0.2 million decrease in consulting expenses.

Selling, general and administrative expense

Selling, general and administrative expense was $24.6 million and $25.3 million for the three months ended September 30, 2020 and 2019, respectively. The $0.7 million decrease was due primarily to:

▪a $1.3 million decrease related to delayed expenses and/or expenses not incurred as a result of the COVID-19 interruption. These expenses include:

•$0.6 million in advisory board, congresses, speaker programs and meeting expenses; and

•$0.7 million in travel expenses.

•a $0.8 million decrease in expenses related to the sale of XHANCE, including direct to consumer marketing expenses; and

•a $0.6 million decrease in patent, legal, consulting and professional fees.

This decrease was offset by:

▪a $1.4 million increase in service fees paid to our PPN partners, the result of a greater number of XHANCE prescriptions dispensed by our PPN partners during the period; and

▪a $0.6 million increase in personnel expenses due to increases in headcount and the expansion of our sales team.

Interest (income) expense, net

Interest (income) expense, net, was $3.3 million and $1.8 million for the three months ended September 30, 2020 and 2019, respectively. Interest expense was $3.4 million and $2.4 million for the three months ended September 30, 2020 and 2019, respectively. The increase was primarily related to the increased principal balance of our long-term debt. Interest expense was offset by interest income of $0.03 million and $0.6 million for the three months ended September 30, 2020 and 2019, respectively. Interest income decreased by $0.5 million as compared to the three months ended September 30, 2019 as a result of lower cash balances and reduced interest rates.

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Comparison of nine months ended September 30, 2020 and 2019

The following table sets forth our selected consolidated statements of operations data for the periods indicated (in thousands):


	Nine Months Ended September 30,
	2020		2019
Revenues:
Net product revenues	$	32,770	$	19,320
Licensing revenues	—		4,230
Total revenues	32,770		23,550
Costs and expenses:
Cost of product sales	5,276		3,216
Research and development	16,930		15,404
Selling, general and administrative	77,332		77,610
Total operating expenses	99,538		96,230
Loss from operations	(66,768)		(72,680)
Other (income) expense:
Interest (income) expense	9,110		5,189
Other (income) expense	44		7,189
Total other (income) expense	9,154		12,378
Net loss	$	(75,922)	$	(85,058)

Net product revenues

Net product revenues related to sales of XHANCE were $32.8 million and $19.3 million for the nine months ended September 30, 2020 and 2019, respectively. Revenue growth is attributable primarily to an increase in units sold to customers, as a result of a greater number of XHANCE prescriptions dispensed during the nine months ended September 30, 2020.

Licensing revenues

Licensing revenues were $4.2 million for the nine months ended September 30, 2019 as a result of the upfront payments received under the terms of the Inexia License Agreement and Currax License Agreement. No licensing revenue was recognized during the nine months ended September 30, 2020.

Cost of product sales

Cost of product sales related to XHANCE were $5.3 million and $3.2 million for the nine months ended September 30, 2020 and 2019, respectively, with the increase primarily attributed to an increase in units sold to customers during the period.

Research and development expense

Research and development expense was $16.9 million and $15.4 million for the nine months ended September 30, 2020 and 2019, respectively. The $1.5 million increase was attributable primarily to:

•a $0.8 million increase in clinical expenses related to the conduct of our clinical trials of XHANCE for the treatment of chronic sinusitis and FDA-mandated pediatric studies;

• a $1.0 million increase in personnel expenses due to increases in headcount.

This increase was offset by:

▪a $0.4 million decrease in consulting expenses.

Selling, general and administrative expense

Selling, general and administrative expense was $77.3 million and $77.6 million for the nine months ended September 30, 2020 and 2019, respectively. The $0.3 million decrease was due primarily to:

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▪a $5.0 million decrease related to delayed expenses and/or expenses not incurred as a result of the COVID-19 interruption. These expenses include:

•$2.0 million in advisory board, congresses, speaker programs and meeting expenses;

•$1.9 million in travel expenses; and

•$1.1 million in marketing expenses.

•a $1.4 million decrease in direct to consumer marketing expenses; and

•a $0.9 million decrease in patent, legal, consulting and professional fees.

This decrease was offset by:

▪a $4.0 million increase in service fees paid to our PPN partners, as a result of a greater number of XHANCE prescriptions dispensed by our PPN partners during the period;

▪an $1.8 million increase in personnel expenses, including stock compensation, due to increases in headcount and the expansion of our sales team;

▪a $0.7 million increase in insurance and infrastructure expenses; and

▪a $0.6 million increase in market access expenses.

Interest (income) expense, net

Interest (income) expense, net, was $9.1 million and $5.2 million for the nine months ended September 30, 2020 and 2019, respectively. Interest expense was $9.5 million and $7.1 million for the nine months ended September 30, 2020 and 2019, respectively. The increase was primarily related to the increased principal balance of our long-term debt. Interest expense was offset by interest income of $0.4 million and $2.0 million for the nine months ended September 30, 2020 and 2019, respectively. Interest income decreased by $1.6 million as compared to the nine months ended September 30, 2019 as a result of lower cash balances and reduced interest rates.

Liquidity and Capital Resources

Since inception, we have incurred significant net losses and expect to continue to incur net losses for the foreseeable future. We incurred net losses of $75.9 million and $85.1 million for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, we had an accumulated deficit of $503.9 million. We have funded our operations primarily through the sale and issuance of stock and debt, as well as through licensing revenues. As of September 30, 2020, we had $143.1 million in cash and cash equivalents.

The following table shows a summary of our cash flows for the periods indicated (in thousands):


	Nine Months Ended September 30,
	2020		2019
Net cash used in operating activities	$	(67,049)	$	(72,709)
Net cash used in investing activities	(460)		(485)
Net cash provided by (used in) financing activities	63,502		(2,302)
Effects of exchange rates on cash and cash equivalents	(11)		(11)
Net decrease in cash, cash equivalents and restricted cash	$	(4,018)	$	(75,507)

Operating activities

Cash used in operating activities decreased by $5.7 million, from $72.7 million for the nine months ended September 30, 2019 to $67.0 million for the nine months ended September 30, 2020. The decrease in cash used in operating activities was attributable primarily to an increase in revenue and receivable collections, partially offset by increased inventory purchases.

Investing activities

Cash used in investing activities was $0.5 million for the nine months ended September 30, 2020 and 2019. Cash used in investing activities is related to purchases of manufacturing equipment during each period.

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Financing activities

Cash provided by financing activities was $63.5 million for the nine months ended September 30, 2020. Cash used in financing activities was $2.3 million for the nine months ended September 30, 2019. Cash provided by financing activities for the nine months ended September 30, 2020 was primarily driven by net proceeds of $33.4 million from the August 2020 underwritten public offering in which we sold 6,000,000 shares of our Common Stock at a price of $5.60 per share, as well as the receipt of $30.0 million from the issuance of the First Delayed Draw Notes under the Pharmakon Senior Secured Notes offset by additional debt issuance costs of $0.2 million.

Cash used in financing activities for the nine months ended September 30, 2019 was driven by the repayment of the Athyrium Senior Secured Notes of $80.2 million offset by net proceeds of $77.6 million from the issuance of the Pharmakon Senior Secured Notes.

Senior Secured Note Purchase Agreement

On September 12, 2019 (the Closing Date), we entered into the Pharmakon Senior Secured Notes with funds managed by Pharmakon, the investment manager of the BioPharma Credit funds (BioPharma). The Pharmakon Senior Secured Notes provide us with up to $150.0 million in debt financing, of which $80.0 million was issued on the Closing Date and $30.0 million was issued on February 13, 2020 (the First Delayed Draw Notes).

At our option, $20.0 million of Pharmakon Senior Secured Notes (the Third Delayed Draw Notes) may be issued between August 15, 2020 and February 15, 2021 as we exceeded XHANCE net sales and royalties for the quarter ended September 30, 2020 of $14.5 million. We expect to draw the $20.0 million available to us from the Third Delayed Draw Notes by early 2021, subject to our continuing to meet eligibility requirements at the time of the draw.

The proceeds of the initial Pharmakon Senior Secured Notes issued on the Closing Date were used to repay all existing indebtedness under the note purchase agreement with Athyrium. The proceeds from the First Delayed Draw Notes are being used for general corporate purposes.

On August 13, 2020, in conjunction with the closing of our underwritten public offering, we entered into an amendment (the Amendment) to the Pharmakon Senior Secured Notes. The Amendment provides us with the option to issue an additional $20,000 of Pharmakon Senior Secured Notes (the Additional Delayed Draw Notes), subject to us achieving XHANCE net sales and royalties for the quarter ended June 30, 2021 of at least $26,000 and certain other conditions.

The Pharmakon Senior Secured Notes bear interest at a fixed per annum rate of 10.75% and are scheduled to mature on September 12, 2024 (the Maturity Date). We are required to make quarterly interest payments until the Maturity Date. We are also required to make principal payments, which are payable in eight equal quarterly installments beginning on December 15, 2022 and continuing until the Maturity Date; provided that we may, at our election, postpone any such principal payment until the Maturity Date if, as of the applicable payment date, certain trailing four-quarter consolidated XHANCE net sales and royalties thresholds have been achieved.

We are required to repay the Pharmakon Senior Secured Notes in full upon the occurrence of a change of control (as defined in the Note Purchase Agreement). In addition, we may make voluntary prepayments in whole or in part. All mandatory and voluntary prepayments are subject to the payment of prepayment premiums as follows: (i) if prepayment occurs prior to the third anniversary of the Closing Date, an amount equal to 2% of the principal prepaid, (ii) if prepayment occurs on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, an amount equal to 1% of the principal prepaid, and (iii) if prepayment occurs on or after the fourth anniversary of the Closing Date, no prepayment premium is required. Additionally, we are also required to pay a "make-whole" amount in respect of any principal payments (whether mandatory or voluntary) made prior to the 30-month anniversary of the issuance of the applicable note, in an amount equal to the interest that would have accrued through the 30-month anniversary in respect of such note but for such principal payment.

The Pharmakon Senior Secured Notes are secured by a pledge of substantially all of our assets and contains affirmative and negative covenants customary for financings of this type, including limitations on our and our 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, grant certain license rights to our products, technologies and other intellectual property rights; pay dividends and distributions, repay junior indebtedness and enter into affiliate transactions, in each case, subject to certain exceptions. In addition, the Pharmakon Senior Secured Notes contain financial covenants requiring us to maintain at all times certain minimum trailing twelve-

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month consolidated XHANCE net sales and royalties, tested on a quarterly basis, and at least $30.0 million of cash and cash equivalents.

Projected 2020 operating expenses

We expect that our total GAAP operating expenses (consisting of selling, general & administrative expenses and research & development expenses) for 2020 will be between $127.0 million and $132.0 million of which approximately $10.0 million is expected to be stock-based compensation expense. Total GAAP operating expenses excluding stock-based compensation expense are expected to be between $117.0 million and $122.0 million. An increase in expenses from 2019 to 2020 is anticipated due to the annualization of the 2019 sales force expansion, an increase in fees paid to our PPN partners associated with higher projected XHANCE TRx volumes, and an increase in research and development expenses related to our clinical trial program in pursuit of a follow-on indication for XHANCE for the treatment of chronic sinusitis in the U.S.; however, these increases in expenses are largely offset by various expense reductions in response to the COVID-19 pandemic.

Future funding requirements

We expect to continue to incur significant expenses in connection with our ongoing activities, particularly as we:

▪maintain and expand our sales force and the commercial infrastructure to support the sales and marketing for XHANCE;

▪continue advertising and other promotional activities, including the kaléo co-promotion, to support the commercialization of XHANCE;

▪continue to provide co-pay and other patient affordability programs;

▪continue clinical development activities for XHANCE, including FDA-mandated pediatric studies and clinical trials for a follow-on indication for the treatment of chronic sinusitis;

▪continue research and development activities for additional product candidates, including OPN-019;

▪continue to contract to manufacture XHANCE and our other product candidates;

▪maintain, expand and protect our patent portfolio;

▪service our debt obligations under the Pharmakon Senior Secured Notes issued in September 2019 and February 2020;

▪maintain infrastructure necessary to operate as a publicly-traded, commercial-stage company; and

▪hire additional staff and add operational, financial and information systems to execute our business plan.

Our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:

▪duration and impact of COVID-19 restrictions on our business;

▪the success of our commercialization of XHANCE for the treatment of nasal polyps including, among other things, patient and physician acceptance of XHANCE and our ability to maintain adequate insurance coverage and reimbursement for XHANCE;

▪the cost of commercialization activities for XHANCE, including product manufacturing, distribution, marketing and sales;

▪net product revenues received from sales of XHANCE;

▪the costs and timing of expanding our sales force;

▪the level of co-pay assistance and other patient affordability programs offered for XHANCE;

▪our clinical development plans for XHANCE, including the outcome, timing and cost of FDA-mandated pediatric studies and clinical trials for the supplemental indication for the treatment of chronic sinusitis;

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▪the outcome, timing and cost of the regulatory approval process of XHANCE for chronic sinusitis by the FDA, including the potential for the FDA to require that we perform more studies and clinical trials than those that we currently expect;

▪the costs involved in preparing, filing and prosecuting patent applications and annuity fees relating to issued patents;

▪the cost of maintaining and enforcing our intellectual property rights, as well as the cost of defending intellectual property disputes, including patent infringement actions brought by third parties against us;

▪the initiation, progress, timing, costs and results of clinical trials and other research and development related to additional product candidates, including OPN-019; and

▪the extent to which we in-license, acquire or otherwise partner in development or commercialization of other products, product candidates or technologies.

Although it is difficult to predict our future liquidity requirements, we will likely require additional capital in the future secured through equity or debt financings, partnerships, collaborations, or other sources in order to meet the debt service obligations under our outstanding Pharmakon Senior Secured Notes, including repayment, and to carry out our planned development and commercial activities. We believe that our existing cash, plus additional capital that we qualified for and expect to draw under the Pharmakon Note Purchase Agreement, is expected to provide adequate capital through the receipt of top-line data from both chronic sinusitis trials, and fund operations into 2022. Additional capital, secured in the future through equity or debt financings, partnerships, collaborations, or other sources, may not be available on a timely basis, on favorable terms, or at all, and such capital, if raised, may not be sufficient to meet our debt service obligations, including repayment, or enable us to continue to implement our long-term business strategy. If additional capital is not secured when required, we may need to delay or curtail our operations until such funding is received. If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition and results of operations could be materially adversely affected and we may need to delay or curtail our operations until such funding is received. Additionally, we may never become profitable, or if we do, we may not be able to sustain profitability on a recurring basis.

Off-balance sheet arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Contractual obligations and commitments

The following table summarizes our contractual obligations at September 30, 2020:


	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Operating leases(1)	$	4,326	$	1,683	$	1,971	$	672	$	—
Long-term debt(2)	147,454		11,989		76,720		58,745		—
Total	$	151,780	$	13,672	$	78,691	$	59,417	$	—

(1) Reflects obligations pursuant to our office leases in Yardley, Pennsylvania, Ewing, New Jersey, and Oslo, Norway, and leases of certain equipment.

(2) Reflects principal, interest obligations and exit fees pursuant to the Pharmakon Senior Secured Notes entered into on September 12, 2019 (the Closing Date). The Pharmakon Senior Secured Notes bear interest at 10.75% and are scheduled to mature on September 12, 2024 (the Maturity Date). We are required to make quarterly interest payments until the Maturity Date. Principal payments are payable in eight equal quarterly installments beginning on December 15, 2022 and continuing until the Maturity Date; provided that we may, at our election and upon achieving certain trailing four-quarter consolidated XHANCE net sales and royalties, postpone any such amortization payment until the Maturity Date. The Pharmakon Senior Secured Notes include events of default customary for financings of this type (including, among others, failure to comply with affirmative, negative and financial covenants), in certain cases subject to customary periods to cure, following which BioPharma may accelerate all amounts outstanding under the notes.

We are also party to a manufacturing services agreement with one of our suppliers pursuant to which we are obligated to purchase a minimum number of products per month or potentially be subject to a payment of $5,000 per week for such month.

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Critical accounting policies

The Critical Accounting Policies and Significant Judgments and Estimates included in our annual report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 5, 2020, have not materially changed.

Recent accounting pronouncements

See Note 3 to our unaudited interim consolidated financial statements of this Form 10-Q for a description of recent accounting pronouncements applicable to our consolidated financial statements.

JOBS Act

The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies that are not emerging growth companies.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (Exchange Act) refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a 15(e) and 15d 15(e) under the Exchange Act, as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2020.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1A. RISK FACTORS

You should carefully consider the risk factors described under the caption "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 5, 2020. Except as set forth below, there have been no material changes to the risk factors disclosed in our Form 10-K.

The coronavirus (COVID-19) pandemic has and may continue to adversely affect our business, results of operations and financial condition.

On March 13, 2020, the President of the United States announced a national emergency relating to the coronavirus (COVID-19) pandemic. Government authorities in the U.S. have recommended or imposed various social distancing, quarantine, and isolation measures on large portions of the population, and similar measures have also been taken in many other countries around the world. These measures have changed, and will continue to change, based on the severity and potential resurgence of COVID-19.

In March 2020, we modified our business practices and transitioned to a full-time, virtual work environment in which all employees were encouraged to work from their place of residence if their job functions allowed, and all work-related travel was temporarily discontinued. A significant portion of the physicians' offices in which our territory managers detail XHANCE either were closed, had reduced patient flow or temporarily stopped sales representatives’ visits, which has hindered our ability to detail XHANCE to physicians' offices. Where permitted by governmental requirements and the policies of physician offices, our territory managers began to return to in-person detailing of physicians in May and June, however, many restrictions remain and some physicians' offices are not seeing sales representatives. If our territory managers continue to have a limited ability to meet with physicians and if patients’ visits to doctors continue to be limited, XHANCE prescription growth and net revenues will continue to be adversely impacted. In addition, changes in insurance coverage or reimbursement levels by governmental authorities, private health insurers and other third-party payors, or in the type of such coverage held by patients, due to the impacts of the COVID-19 pandemic, including the related increase in unemployment in the U.S., may negatively impact XHANCE prescription growth and net revenues.

The duration and magnitude of the negative impact from the COVID-19 pandemic on XHANCE net revenues could also affect our ability to meet the net revenue threshold to draw additional capital under our Pharmakon Note Purchase Agreement and to remain in compliance with our revenue covenants. Furthermore, capital markets in the U.S. and around the world have also been negatively impacted by COVID-19, which may harm our business, including our ability to obtain future financing.

Our ability to enroll patients and retain principal investigators and site staff for our ongoing clinical trials have been, and could continue to be, impaired due to the COVID-19 outbreak in their geographic areas, the prioritization of medical resources toward the COVID-19 pandemic, or as a result of quarantines and other restrictions that interrupt healthcare services. Furthermore, patients, investigators, or site staff have been and may continue to be unwilling or unable to comply with clinical trial protocols due to COVID-19 illness, concerns about the pandemic, or quarantines or other restrictions that impede their movement. Any interruption in the supply of the study drug might also delay our ability to complete our ongoing clinical trials within our expected timelines. Significant delays in the completion of our ongoing clinical trials are costly and could adversely affect our business and financial condition.

COVID-19 may also have an adverse impact on our contract manufacturers, suppliers, PPN partners, wholesalers, distributors and third party logistic provider as a result of employees or other key personnel becoming infected, preventive and precautionary measures that governments or such third parties are taking, such as social distancing, quarantines, and other restrictions, and shortages of supplies necessary for the manufacture of XHANCE. Any of these circumstances could adversely impact the ability of third parties on which we rely to manufacture and distribute adequate volumes of XHANCE. For example, in April, our contract manufacturer for the formulation and assembly of finished XHANCE drug product implemented a reduced work schedule in response to the pandemic which resulted in temporary delays relating to the assembly of XHANCE finished goods.

The extent to which the coronavirus impacts our business and the third parties on whom we rely, such as our contract manufacturers, suppliers, PPN partners, wholesalers, distributors, third party logistics, contract research organizations, investigators for our clinical trials and other vendors, will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak and any resurgence, new information that may emerge concerning the severity of the coronavirus, the actions to contain the

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coronavirus or treat its impact, and the speed with which and the extent to which normal economic and operating conditions resume, among others.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Issuances of Unregistered Securities

As noted in the Company's Current Report on Form 8-K filed with the SEC on August 18, 2020, the Company and its subsidiaries, OptiNose US, Inc. (the “Issuer”), OptiNose UK Limited (the “UK Guarantor”) and OptiNose AS (the “Norwegian Guarantor” and together with the Company and the UK Guarantor, the “Guarantors”), entered into an amendment (the “Amendment”) to that certain Note Purchase Agreement (the “Note Purchase Agreement”), dated September 12, 2019, among the Issuer, the Guarantors, BioPharma Credit PLC, as collateral agent (the “Collateral Agent”), and the purchasers party thereto from time to time (the “Purchasers”).

Pursuant to the Amendment, the Issuer may elect to sell an additional tranche of an aggregate of $20.0 million of the Issuer's senior secured notes pursuant to the Note Purchase Agreement to the Purchasers in the event the Company’s consolidated net product sales for the fiscal quarter ending June 30, 2021 are at least $26.0 million and certain other conditions are satisfied. As consideration for the Amendment, the Company issued shares of Company common stock having an aggregate value equal to $250,000 at a price per share of $5.60 (the “Shares”). The Shares were issued on August 18, 2020 in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 506 thereunder.

ITEM 6. EXHIBITS

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.

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INDEX TO EXHIBITS

Exhibit
Number

Exhibit Description

3.1

Fourth Amended and Restated Certificate of Incorporation of OptiNose, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38241), as filed with the SEC on October 18, 2017).

3.2

Amended and Restated Bylaws of OptiNose, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38241), as filed with the SEC on October 18, 2017).

10.1

*†

A mendment No.1, dated September 15, 2020, to the Manufacturing Services Agreement, dated December 21, 2018, by and among OptiNose US, Inc., OptiNose UK Ltd. and Optinose AS and Advance Mold & Manufacturing, Inc. d/b/a Vision Technical Molding.

10.2

Amendment Letter to the Note Purchase Agreement, date September 12, 201 9 , among Opti N ose US, Inc., OptiNose, Inc., OptiNose UK Limited and OptiNose AS, BioPharma Credit PLC, as collateral agent , and the purchasers from time to time party thereto (incorpor ated by reference to Exhibit 10.1 to the Company's Curren t Report on Fo rm 8-K (File No. 001-38241 ), as filed with the SEC on August 18, 2020 ).

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act.

32.1

Certification Pursuant to 18 U.S.C. Section 1350 of principal executive officer.

32.2

Certification Pursuant to 18 U.S.C. Section 1350 of principal financial officer.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

† Portions of this exhibit (indicated by asterisks) have been omitted in compliance with Item 601 of Regulation S-K.

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SIGNATURES

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 thereunto duly authorized.

OPTINOSE, INC.

Date:

November 5, 2020

By:

/s/ KEITH A. GOLDAN

Name:

Keith A. Goldan

Title:

Chief Financial Officer

(Principal Financial and Accounting Officer)

Document

Portions of this exhibit indicated by bracketed asterisks have been omitted because they are not material and would cause competitive harm to OptiNose, Inc. if publicly disclosed.

AMENDMENT NO. 1 TO

MANUFACTURING SERVICES AGREEMENT FOR SUBASSEMBLY

This Amendment No. 1 (this “Amendment”), dated September 15, 2020 (the “Amendment Effective Date”), is entered into by and between, on the one hand, OptiNose US, Inc. having its place of business at 1020 Stony Hill, Suite 300. Yardley PA 19067 (“OPN US”), OptiNose UK Ltd. duly organized and existing under the laws of England and having offices located at Hunts Rise, South Marston Park, Wiltshire, SN3 4TG, England ("OPN UK"), and OptiNose AS, duly organized and existing under the laws of Norway and having offices located at Gaustadalleen 21 0349 Oslo, Norway ("OPN Norway", and collectively with OPN US and OPN UK, "OPN") and, on the other hand, Advance Mold & Manufacturing, Inc., d/b/a Vision Technical Molding (“VTM”) located at 71 Utopia Road, Manchester, CT 06042.

WHEREAS, OPN and VTM previously entered into that certain Manufacturing Services Agreement for Subassembly, dated December 21, 2018 (the “Agreement”);

WHEREAS, on May 28, 2020, VTM sent OPN a notice requesting a payment of $[***] in connection with additional costs VTM claims to have incurred for Covid related personal protection equipment and related cleanings while performing its services under the Agreement from March 1 to June 30, 2020 (the “Covid Claim”);

WHEREAS, OPN has requested the assembly and potential use of a [***] production line at VTM and VTM has agreed to assemble and use such [***] production line; and

WHEREAS, OPN and VTM now desire to amend the Agreement, as described below, by entering into this Amendment.

NOW THEREFORE, it is agreed by the parties as follows:

1. Definitions. Capitalized terms used in this Amendment, but not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement.

2. Covid Claim. VTM agrees that no amount shall be due in connection with the Covid Claim, nor due in 2020 for any other Covid-related costs or expenses VTM may incur or has incurred in connection with VTM’s performance of its services under the Agreement. [***].

3. [***] Production Line.

a. VTM and OPN hereby agree that VTM shall install and validate a [***] DSA production line (the “[***] Line”) at VTM’s facility located in Manchester, NH (the “Facility”). VTM shall take all such reasonable actions to modify and configure its cleanroom and space adjacent to the production [***] currently used for OPN at the Facility for such [***] Line installation. The detailed configuration, costs and planning for such [***] Line installation shall be set forth in writing in a separate agreement to be reasonably agreed to by the parties (the “Installation Plan”), which cost shall not exceed US$[***] and which shall note OPN shall have at least seven (7) days to respond and reply to

any inquiry or request from VTM related to such [***] Line Installation. VTM shall validate the [***] Line (by way of an approved performance qualification report (“PQ Report”)) as shall be set forth in writing in a separate agreement to be reasonably agreed to by the parties, which cost shall not exceed US$[***]. The parties shall use their respective commercially reasonable efforts to perform process validation work in compliance with the Installation Plan in order for the PQ Report to occur by [***]. Should the PQ Report not occur by [***] and if any delay is solely and directly caused by OPN’s actions or inactions contrary to the Installation Plan, OPN shall pay VTM a fee of US$[***] per week for each week of delay caused solely and directly by OPN’s violation of the Installation Plan.

b. After [***] and after successful completion of the PQ Report, for so long as the [***] Line remains validated at the Facility and provided that OPN has not delivered a Removal Notice (as defined below), OPN hereby agrees that it shall order a minimum of [***] DSA per month from VTM (“Minimum [***] Line Order”). Should OPN fail to order the Minimum [***] Line Order in any month and should during such month the [***] Line be idle for at least [***] days during such a week in such month, OPN shall owe VTM US$[***] as an idle fee for each such week, which shall be due within [***] days of OPN’s receipt of an invoice from VTM for such fee.

c. At any time after the successful completion of the PQ Report or if the PQ Report is not successfully completed by [***], OPN shall have the right (at its sole discretion) to provide written notice to VTM that OPN requests the removal of the [***] Line (“Removal Notice”). Upon receipt of the Removal Notice, (i) the Minimum [***] Line Order and related obligations set forth in Section 3(b) shall cease [***] days from the date of such Removal Notice, and (ii) the parties shall work together in good faith to coordinate and arrange the timely decommissioning of the [***] Line (for which VTM shall only charge OPN for those reasonable costs and expenses actually incurred in connection with such decommission).

4. Entire Agreement. Each Party acknowledges that this Amendment, together with the MSA, constitutes the entire agreement of the Parties with respect to the subject matter hereof. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.

5. Full Force and Effect. Except as expressly amended hereby, all of the other terms and conditions of the MSA shall remain unchanged and in full force and effect in accordance with their original terms.

6. Authority. Each Party hereby represents and warrants that is has full power and authority to enter into this Amendment.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective authorized officers as of the date first written above.

ADVANCE MOLD & MANUFACTURING, INC.

By: /s/ Timothy Stewart__________

Name: Timothy Stewart

Its: Vice-President and Secretary

OPTINOSE US, INC.

By: /s/ Michael Berkey__________

Name: Michael Berkey

Its: VP, Technical Operations

OPTINOSE UK LTD.

By: /s/ Michael Berkey__________

Name: Michael Berkey

Its: Director

OPTINOSE AS

By: /s/ Peter Miller __________

Name: Peter Miller

Its: Director

Document

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Peter K. Miller, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of OptiNose, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 5, 2020	/s/ Peter K. Miller Peter K. Miller Chief Executive Officer (Principal Executive Officer)

Document

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Keith A. Goldan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of OptiNose, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 5, 2020	/s/ Keith A. Goldan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Document

CERTIFICATION UNDER SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Peter K. Miller, Chief Executive Officer of OptiNose, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:



1.			the Quarterly Report on Form 10-Q of the Company for the period ending September 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



2.			the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.



Date:	November 5, 2020	/s/ Peter K. Miller Peter K. Miller Chief Executive Officer (Principal Executive Officer)

Document

CERTIFICATION UNDER SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Keith A. Goldan, Chief Financial Officer of OptiNose, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge



1.			the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



2.			the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.



Date:	November 5, 2020	/s/ Keith A. Goldan Keith A. Goldan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)