UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2015
LIGHTLAKE THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55330 | N/A | ||
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
445 Park Avenue, 9th Floor, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 829-5546
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Stock Option Awards. On October 23, 2015, the Board of Directors (the “Board”)
of Lightlake Therapeutics Inc. (the “Company”) approved grants of stock options to Dr. Michael Sinclair, the Company’s
Executive Chairman and Chairman of the Board, Dr. Roger Crystal, the Company’s Chief Executive Officer, President and Director,
Kevin Pollack, the Company’s Chief Financial Officer, Treasurer, Secretary and Director, and Geoffrey Wolf, a Director on
the Board, as set forth below. A stock option award was also approved for a grant to another senior executive of the Company.
The stock options were granted pursuant to stock option grant agreements signed by the Company and each executive or director and the date of grant for each stock option grant was October 27, 2015. Each stock option grant, once exercisable, entitles a recipient to purchase a share of Company common stock at the stock option’s exercise price. The exercise price for each stock option is $7.25, which is equal to or greater than the fair market value of shares of Company common stock on October 27, 2015. Each stock option has a ten-year term and expires on October 26, 2025. Each stock option is fully vested on the date of grant, but may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to October 23, 2015; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment, and (2) the commencement of two trials on or subsequent to October 23, 2015; and (ii) the expiration date.
The stock options granted to the Company’s executive officers and directors on October 27, 2015 are as follows:
| Name | Number of Shares |
| Michael Sinclair | 250,000 |
| Roger Crystal | 500,000 |
| Kevin Pollack | 500,000 |
| Geoffrey Wolf | 62,500 |
With the exception of the stock options grant made to Mr. Wolf, the stock options were granted in lieu of certain stock options that were to be granted to Messrs. Sinclair, Crystal and Pollack pursuant to the following agreements: (i) for Dr. Sinclair, that certain Employment Agreement with the Company dated August 6, 2010, and amended on December 31, 2012 and December 31, 2013, (ii) for Dr. Crystal, that certain Executive Letter of Reappointment with the Company dated November 26, 2012, and amended on December 31, 2012 and December 31, 2013, and (iii) for Mr. Pollack, that certain Executive Letter of Appointment with the Company dated November 26, 2012, and amended on December 31, 2012 and December 31, 2013 (collectively, the “Prior Options”). By accepting the stock option grants, Messrs. Sinclair, Crystal and Pollack waived, released, forfeited and relinquished their rights, claims, titles and interests to the Prior Options.
The foregoing summaries of stock options grants do not purport to be complete and are qualified in their entirety by reference to the complete copies of the stock option grant agreements filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits .
| 10.1 | Stock Option Grant Agreement with Michael Sinclair |
| 10.2 | Stock Option Grant Agreement with Roger Crystal |
| 10.3 | Stock Option Grant Agreement with Kevin Pollack |
| 10.4 | Stock Option Grant Agreement with Geoffrey Wolf |
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 hereunto duly authorized.
Dated: October 29, 2015
| LIGHTLAKE THERAPEUTICS INC. | ||
| By: | /s/ Dr. Roger Crystal | |
| Dr. Roger Crystal | ||
| Chief Executive Officer and President | ||
Exhibit 10.1
LIGHTLAKE THERAPEUTICS INC.
445 Park Avenue, 9th Floor
New York, NY
STOCK OPTION GRANT
Dear Dr. Michael Sinclair,
Lightlake Therapeutics Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “ Share ”) as follows:
| Board Approval Date: | October 23, 2015 |
| Date of Grant: | October 27, 2015 (8AM EDT) |
| Exercise Price per Share: | US$7.25, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant. |
| Total Number of Shares Granted: | 250,000 |
| Method of Exercise: | Cashless exercise. These Options shall be exercised pursuant to the exercise provisions set forth in the Agreement (as defined below). |
| Type of Options: | Non-Qualified Stock Options |
| Expiration Date: | October 26, 2025 |
| Release of Prior Options: | The Options are being granted to you in lieu of the options grant provided for in Paragraph 5 of your Employment Agreement with the Company dated August 6, 2010, and amended on December 31, 2012 and December 31, 2013 (the “Agreement”), solely with respect to the options that the Company was obligated to grant to you between February 1, 2014 and December 31, 2014, equal to no less than three percent (3%) of the Total Fully Diluted Shares (as defined in the Agreement) of the Company as of December 15, 2014 (the “Prior Options”). By your signature below, you agree (i) to waive, release, forfeit and relinquish any and all right, claim, title and interest in and to the Prior Options and (ii) that the Company and its officers, directors, employees, stockholders, agents, successors and assigns shall have no obligation to grant or make provision for the Prior Options. |
| Termination Period: | Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant. You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such periods. |
| Transferability: | These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations. |
| Restriction on Exercise: | These Options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to the Board Approval Date; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment, and (2) the commencement of two trials on or subsequent to the Board Approval Date; and (ii) the Expiration Date. |
| Vesting: | 100% on October 27, 2015. |
| Death: | Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options. |
| Fundamental Transaction: | Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction. If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice. |
| Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein. |
| 2 |
| For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination). | |
| Adjustments: | If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner. Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner. |
| Amendments; | No amendment, modification or termination of your Options |
| Modification; | and/or Agreement shall materially impair your rights or obligations |
| Termination: | with respect to the Options and under this Stock Option Grant |
| without your | consent. |
| 3 |
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance.
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable.
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
| LIGHTLAKE THERAPEUTICS INC. | ||||
| /s/ Dr. Michael Sinclair | /s/ Dr. Roger Crystal | |||
| Dr. Roger Crystal, Chief Executive Officer |
| 4 |
Exhibit 10.2
LIGHTLAKE THERAPEUTICS INC.
445 Park Avenue, 9th Floor
New York, NY
STOCK OPTION GRANT
Dear Dr. Roger Crystal,
Lightlake Therapeutics Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “ Share ”) as follows:
| Board Approval Date: | October 23, 2015 |
| Date of Grant: | October 27, 2015 (8AM EDT) |
| Exercise Price per Share: | US$7.25, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant. |
| Total Number of Shares Granted: | 500,000 |
| Method of Exercise: | Cashless exercise. These Options shall be exercised pursuant to the exercise provisions set forth in the Agreement (as defined below). |
| Type of Options: | Non-Qualified Stock Options |
| Expiration Date: | October 26, 2025 |
| Release of Prior Options: | The Options are being granted to you in lieu of the options grant provided for in Paragraph 5 of your Executive Letter of Reappointment with the Company dated November 26, 2012, and amended on December 31, 2012 and December 31, 2013 (the “Agreement”), solely with respect to the options that the Company was obligated to grant to you between February 1, 2014 and December 31, 2014, equal to no less than six percent (6%) of the Total Fully Diluted Shares (as defined in the Agreement) of the Company as of December 15, 2014 (the “Prior Options”). By your signature below, you agree (i) to waive, release, forfeit and relinquish any and all right, claim, title and interest in and to the Prior Options and (ii) that the Company and its officers, directors, employees, stockholders, agents, successors and assigns shall have no obligation to grant or make provision for the Prior Options. |
| Termination Period: | Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant. You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such periods. |
| Transferability: | These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations. |
| Restriction on Exercise: | These Options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to the Board Approval Date; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment, and (2) the commencement of two trials on or subsequent to the Board Approval Date; and (ii) the Expiration Date. |
| Vesting: | 100% on October 27, 2015. |
| Death: | Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options. |
| Fundamental Transaction: | Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction. If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice. |
| Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein. |
| 2 |
| For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination). | |
| Adjustments: | If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner. Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner. |
| Amendments; | No amendment, modification or termination of your Options |
| Modification; | and/or Agreement shall materially impair your rights or obligations |
| Termination: | with respect to the Options and under this Stock Option Grant |
| without your | consent. |
| 3 |
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance.
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable.
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
| LIGHTLAKE THERAPEUTICS INC. | ||||
| /s/ Dr. Roger Crystal | /s/ Dr. Michael Sinclair | |||
| Dr. Michael Sinclair, Chairman |
| 4 |
Exhibit 10.3
LIGHTLAKE THERAPEUTICS INC.
445 Park Avenue, 9th Floor
New York, NY
STOCK OPTION GRANT
Dear Mr. Kevin Pollack,
Lightlake Therapeutics Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “ Share ”) as follows:
| Board Approval Date: | October 23, 2015 |
| Date of Grant: | October 27, 2015 (8AM EDT) |
| Exercise Price per Share: | US$7.25, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant. |
| Total Number of Shares Granted: | 500,000 |
| Method of Exercise: | Cashless exercise. These Options shall be exercised pursuant to the exercise provisions set forth in the Agreement (as defined below). |
| Type of Options: | Non-Qualified Stock Options |
| Expiration Date: | October 26, 2025 |
| Release of Prior Options: | The Options are being granted to you in lieu of the options grant provided for in Paragraph 5 of Executive Letter of Appointment with the Company dated November 26, 2012, and amended on December 31, 2012 and December 31, 2013 (the “Agreement”), solely with respect to the options that the Company was obligated to grant to you between February 1, 2014 and December 31, 2014, equal to no less than six percent (6%) of the Total Fully Diluted Shares (as defined in the Agreement) of the Company as of December 15, 2014 (the “Prior Options”). By your signature below, you agree (i) to waive, release, forfeit and relinquish any and all right, claim, title and interest in and to the Prior Options and (ii) that the Company and its officers, directors, employees, stockholders, agents, successors and assigns shall have no obligation to grant or make provision for the Prior Options. |
| Termination Period: | Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant. You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such periods. |
| Transferability: | These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations. |
| Restriction on Exercise: | These Options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to the Board Approval Date; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment, and (2) the commencement of two trials on or subsequent to the Board Approval Date; and (ii) the Expiration Date. |
| Vesting: | 100% on October 27, 2015. |
| Death: | Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options. |
| Fundamental Transaction: | Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction. If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice. |
| Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein. |
| 2 |
| For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination). | |
| Adjustments: | If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner. Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner. |
| Amendments; | No amendment, modification or termination of your Options |
| Modification; | and/or Agreement shall materially impair your rights or obligations |
| Termination: | with respect to the Options and under this Stock Option Grant |
| without your | consent. |
| 3 |
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance.
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable.
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
| LIGHTLAKE THERAPEUTICS INC. | ||||
| /s/ Kevin Pollack | /s/ Dr. Roger Crystal | |||
| Dr. Roger Crystal, Chief Executive Officer |
| 4 |
Exhibit 10.4
LIGHTLAKE THERAPEUTICS INC.
445 Park Avenue, 9th Floor
New York, NY
STOCK OPTION GRANT
Dear Mr. Geoffrey Wolf,
Lightlake Therapeutics Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “ Share ”) as follows:
| Board Approval Date: | October 23, 2015 |
| Date of Grant: | October 27, 2015 (8AM EDT) |
| Exercise Price per Share: | US$7.25, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant. |
| Total Number of Shares Granted: | 62,500 |
| Method of Exercise: | Cashless exercise. |
| Type of Options: | Non-Qualified Stock Options |
| Expiration Date: | October 26, 2025 |
| Termination Period: | Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant. You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such periods. |
| Transferability: | These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations. |
| Restriction on Exercise: | These Options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to the Board Approval Date; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment, and (2) the commencement of two trials on or subsequent to the Board Approval Date; and (ii) the Expiration Date. |
| Vesting: | 100% on October 27, 2015. |
| Death: | Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options. |
| Fundamental Transaction: | Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction. If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice. |
| Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein. | |
| For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination). |
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| Adjustments: | If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner. Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner. |
| Amendments; | No amendment, modification or termination of your Options |
| Modification; | and/or Agreement shall materially impair your rights or obligations |
| Termination: | with respect to the Options and under this Stock Option Grant |
| without your | consent. |
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Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance.
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable.
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
| LIGHTLAKE THERAPEUTICS INC. | ||||
| /s/ Geoffrey Wolf | /s/ Dr. Roger Crystal | |||
| Dr. Roger Crystal, Chief Executive Officer |
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