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):  November 4, 2016

 

OPIANT PHARMACEUTICALS, INC.

( Exact name of registrant as specified in its charter)

  

Nevada   000-55330   46-4744124

(State or other jurisdiction of

incorporation)

 

(Commission File Number

 

  (IRS Employer Identification No.)

 

401 Wilshire Blvd., 12th Floor,

Santa Monica, CA

 

 

90401

(Address of Principal Executive Offices) 

  (Zip Cope)

 

Registrant’s telephone number, including area code

 

(424) 252-4756
(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:

 

¨ 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.

 

On November 4, 2016 (the “Appointment Date”), Opiant Pharmaceuticals, Inc. (the “Company”), acting pursuant to unanimous approval of the Company’s Board of Directors (the “Board”), appointed Thomas T. Thomas to the Board and entered into a Director Agreement (the “Agreement”) with Mr. Thomas. On November 10, 2016, the Company issued a press release announcing the appointment of Mr. Thomas to the Board. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

 

Mr. Thomas has over 25 years of financial experience in biotechnology, packaged goods, financial services and non-profit organizations. Since 2011, Mr. Thomas has been self-employed providing financial, investment and risk management consulting services to a variety of technology, beverage and food and biotechnology companies. In 2009, Mr. Thomas joined the Stupski Foundation (“Stupski”), a foundation focused on transforming the public education system, as its chief financial officer. In 2010, Mr. Thomas was promoted to chief operating officer and served as Stupski’s interim chief executive officer before leaving Stupski in late 2010 to pursue consulting opportunities. Prior to joining Stupski, Mr. Thomas spent 12 years at Genentech, Inc. (“Genentech”), a biopharmaceutical company, in various financial roles, ultimately serving as the company’s corporate treasurer from 2001 to 2006. His executive responsibilities at Genentech included treasury operations, cash and investment management, corporate finance, global procurement, enterprise risk management, business continuity and real estate finance and administration. From 1990 to 1994, Mr. Thomas was a manager of financial strategy with Del Monte Foods and he began his career in 1988 at GE Capital Corporation (“GE”) as an analyst in GE’s corporate finance group, which focused on leveraged buyouts and bankruptcy financing. Mr. Thomas currently serves on the board of trustees of the Cancer Prevention Institute of California and has previously served on the boards of the San Francisco Security Analysts and Hospitality House. He is also a mentor in the Ivy Exec Mentorship Network. Mr. Thomas is a Chartered Financial Analyst and received his Master of Business Administration from the University of Cincinnati, where he was a Graduate Fellow, and a Bachelor of Music from the University of Cincinnati’s College-Conservatory of Music. Mr. Thomas’ qualifications to serve on the Board include his financial, investment and management experience, including his experience with other pharmaceutical companies.

 

Pursuant to the Agreement, Mr. Thomas will receive $40,000 per annum, payable in installments after the end of each calendar quarter in which he serves as director, and pro-rated as applicable. The Board may elect to pay Mr. Thomas additional cash compensation at its sole discretion. Additionally, pursuant to the Agreement, on November 4, 2016 the Board granted Mr. Thomas options to purchase 35,000 shares of the Company’s common stock, par value 0.001 per share, exercisable on a cashless basis until the November 3, 2021 option termination date at an exercise price of $10.00 per share. The Options shall vest as follows: (i) 11,667 shares vest upon the uplisting of the Company to the NASDAQ Stock Market; (ii) 11,667 shares vest upon the cumulative funding of the Company of or in excess of $5,000,000 by institutional investors commencing on the Appointment Date; and (iii) 11,666 shares vest upon the first submission of a New Drug Application to the U.S. Food and Drug Administration for one of the Company’s products by either the Company or a Company licensee; provided , however , that Mr. Thomas must be acting as a director of the Company on each such vesting date for the Options to vest. The Board may elect to grant Mr. Thomas additional option consideration in its sole discretion. The term of the Agreement commenced on the Appointment Date and shall terminate upon Mr. Thomas ceasing to be a member of the Board. The Agreement may be terminated by the Company for “Cause” (as defined in the Agreement) at any time upon written notice to Mr. Thomas.

 

There are no family relationships between Mr. Thomas and any director or executive officer of the Company, and Mr. Thomas was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Thomas has also not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

 

 

 

 

The foregoing summary of the material terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description of Exhibit
10.1 Director Agreement, effective November 4, 2016, by and between Opiant Pharmaceuticals, Inc. and Thomas T. Thomas.
99.1 Press Release dated November 10, 2016.

 

 

 

 

SIGNATURE

 

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.

 

  Opiant Pharmaceuticals, Inc.
     
Date: November 10, 2016 By: /s/ Dr. Roger Crystal
    Name: Dr. Roger Crystal
    Title: President and Chief Executive Officer

 

 

 

Exhibit 10.1

 

OPIANT PHARMACEUTICALS, INC.

 

DIRECTOR AGREEMENT

 

This DIRECTOR AGREEMENT (this “Agreement”) by and between Thomas T. Thomas (“Director”) and Opiant Pharmaceuticals, Inc. (“Company”), with its corporate headquarters at 401 Wilshire Blvd., 12th Floor, Santa Monica, CA 90401, is dated and effective as of November 4, 2016 (the “Appointment Date”).

 

W I T N E S S E T H:

 

WHEREAS, Company wishes to retain Director to provide certain services to Company as set forth in Paragraph 1 below; and

 

WHEREAS, Director has agreed to provide the services on the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the promises and of the mutual representations, warranties and agreements set forth herein, Director and Company agree as follows:

 

1.        Duties . During the Term (as defined in Paragraph 4 below), Director shall provide advisory services to Company as reasonably needed by Company (e.g. attend at least four (4) in person Board meetings to the extent such are scheduled and be available for Board calls upon reasonable notice) and serve as a member of the Board of Directors (the “Board”) of Company (the “Duties”). Director shall serve on committees and as Chair of committees as reasonably determined by the Board. Director agrees to use his best efforts in connection with performing the Duties under this Agreement. Director acknowledges and agrees that he does not have the authority to bind Company with respect to any matters, including the execution of agreements, without authorization from a majority of the Board.

 

2.        Fees . Director shall be compensated for performing the Duties as follows:

 

The cash compensation shall be equivalent to $40,000 per annum, paid in $10,000 installments after the end of each calendar quarter during which Director serves, and pro-rated as appropriate. The Board may consider additional cash compensation, as appropriate.

 

After November 4, 2016, Director also shall receive stock option compensation equal to 35,000 options of the Company’s common stock, each with a five-year life. Each option shall be exercisable on a cashless basis at the higher price of: Ten dollars ($10.00) per common share; or, should Company’s stock closing price be above Ten dollars ($10.00) on November 4, 2016, then the next higher round number above that stock price. So long as Director remains on the Board, the options shall vest as follows:

 

- 11,667 options upon the uplisting of Company to The NASDAQ Stock Market;

 

- 11,667 options upon the cumulative funding of Company of or in excess of five million dollars ($5,000,000) by institutional investors starting from the Appointment Date; and

 

- 11,666 options upon the first submission of a New Drug Application to the U.S. Food and Drug Administration for one of Company’s products by Company itself or a Company licensee.

 

In the future the Board may consider additional option compensation, as appropriate.

 

3.        No Benefits; Taxes; Expenses .

 

(a)       Director is not an employee of Company and will not be entitled to participate in, or receive any, benefit or right as a Company employee under any Company employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security plans, as a result of his entering into this Agreement.

 

 

 

 

(b)       Director shall be responsible for all estimated, withholding, social security, disability, unemployment, self employment and other taxes, imposed on Director by the federal government or any other domestic or non-domestic, federal, state, or local tax authority.

 

(c)       Company shall reimburse Director for his reasonable and documented expenses associated with rendering the Duties that are consistent with the reimbursement policies and procedures of Company.

 

4.        Term and Termination . The term of this Agreement (the “Term”) shall commence on the Appointment Date and shall terminate upon Director ceasing to be a member of the Board in accordance with the organizational documents of Company. For clarity, this Agreement does not guarantee Director that he shall be a member of the Board for any set period of time and that his appointment to the Board is subject to discretion of Company’s stockholders and Board in accordance with Company’s organizational documents. Notwithstanding the foregoing, this Agreement may be terminated by Company for “Cause” upon written notice. “Cause” means (i) Director has willfully breached or willfully neglected his duties and responsibilities as a member of the Board or a committee, (ii) conviction of or a plea of no contest by Director with respect to a felony occurring on or after the execution of this Agreement, (iii) material breach of this Agreement by Director, (iv) acts of fraud, dishonesty, misappropriation, or embezzlement by Director, (v) willful failure by Director to comply with the Board’s reasonable orders or directives consistent with Director’s position, or (vi) becoming disqualified or prohibited by law from serving as Director of Company; provided, however, that in the case of any act or failure to act described in clauses (i), (iii), or (v) above, such act or failure to act will not constitute Cause if, within ten (10) days after notice of such act or failure to act is given to Director by Company, Director has corrected such act or failure to act (if it is capable of correction). Paragraphs 5 through 15 hereof shall survive the termination or expiration of this Agreement.

 

5.        Confidential Information . During the Term, and at any time thereafter, Director shall not, without the written or electronic consent of Company’s Chief Executive Officer or the consent of a majority of the Board, disclose to any person, firm or corporation (except, during the Term, to the extent necessary to perform his duties hereunder) any customer lists, trade secrets, reports, correspondence, mailing lists, manuals, price lists, Board lists, prospective Board lists, letters, records or any other confidential information relating to the business of Company or any persons or entities controlling, controlled by or under common control with Company (“Affiliate”) of Company and shall not, without the written or electronic consent of Company’s Chief Executive Officer or the consent of a majority of the Board, deliver any oral address or speech or publish, or knowingly permit to be published, any written matter in any way relating to confidential information regarding the business of Company or any Affiliate.

 

6.        Non-Disparagement . During the Term and at all times thereafter, Director shall not malign, criticize, or otherwise disparage Company, the Affiliates or their respective officers or directors.

 

7.        Delivery of Records and Injunctive Relief .

 

(a)       Upon the end of the Term or upon termination, Director shall deliver to Company all correspondence, reports, customer lists, office keys, manuals, advertising brochures, sample contracts, price lists, Board lists, prospective customer lists, mailing lists, letters, records and any and all other documents pertaining to or containing information relative to the business of Company or shall provide Company with written certification that all such tangible records of Company has been destroyed.

 

(b)       Director understands that in the event of a violation of the provisions of this Paragraph 7, Company shall have the right to seek injunctive relief, in addition to any other existing rights provided herein or by operation of law, without the requirement of posting bond. The remedies provided in this Paragraph 7 shall be in addition to any legal or equitable remedies existing between Director and Company, and shall not be construed as a limitation upon, or as alternative or in lieu of, such remedies.

 

8.        Indemnification . Company shall indemnify Director from any loss, damage, cost or expense (including reasonable attorney’s fees) (“Loss”) arising from or related to a third party claim, demand, assessment, action, suit or proceeding (“Claim”), including without limitation, any Claim arising from or related to Director’s services in his capacity as a member of the Board. Notwithstanding the foregoing, Company shall not be liable for Losses to the extent such Losses are caused by the negligence, recklessness or misconduct of Director or breach of any of the terms of this Agreement by Director.

 

 

 

 

9.          Insurance . Upon the Board’s determination, Company will procure Directors and Officers insurance providing reasonable coverage to the Board.

 

10.        Survival . Notwithstanding anything to the contrary in this Agreement, the parties agree that Director’s obligations under Paragraphs 5, 6, and 7 of this Agreement and Company’s obligations under Paragraph 8 of this Agreement shall continue despite the expiration of the term of this Agreement or its termination.

 

11.        No Agency Relationship . This Agreement does not, and shall not be deemed to, make either party hereto the agent or legal representative of the other for any purpose whatsoever. Neither party shall have the right or authority to assume or create any obligations or responsibility whatsoever, express or implied, on behalf of or in the name of the other, or to bind the other in any respect whatsoever.

 

12.        Independent Contractor . In making and performing this Agreement, Director shall act at all times as an independent contractor and nothing contained in this Agreement shall be construed or implied to create between Director and Company an agency, partnership, or employee-employer relationship, or to create between Director and Company any other form of legal association or arrangement which imposes liability upon one party for the act or failure to act of the other party.

 

13.        Assignment . This Agreement shall be binding upon the parties hereto, the heirs and legal representatives of Director and the successors and assigns of Company. Director may not assign or otherwise transfer any of his rights or obligations under this Agreement without the prior written or electronic consent of Company.

 

14.        Notices . Except as set forth in (b) herein, any notice required, permitted or intended to be given under this Agreement shall be in writing and shall be deemed to have been given only if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the appropriate address shown below, or such revised address as is delivered to the other party by the same means.

 

(a) Notices to Company shall be sent to:

 

Opiant Pharmaceuticals, Inc.

Attn: Chief Executive Officer

401 Wilshire Blvd., 12 th Floor

Santa Monica, CA 90401

 

(b) Notices to Director shall be sent to the most recent address or email address on file with Company.

 

15.        Entire Agreement . This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof, supersedes any and all prior agreements or understandings between the parties and may only be changed by agreement in writing between the parties.

 

16.        Construction . This Agreement shall be construed and enforced in accordance with the laws of the State of California, without application of the principles of conflicts of laws.

 

17.        Counterparts; Signatures . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by email of a signed pdf or signed scanned document, and any signatures contained therein shall be considered original signatures.

 

18.        Severability . If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.

 

 

 

 

 

IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement the day and year first above written.

 

  OPIANT PHARMACEUTICALS, INC.
   
   
  By: /s/ Kevin Pollack
  Name: Kevin Pollack
  Title: Chief Financial Officer
  Date: November 4, 2016
     
  By: /s/ Thomas T. Thomas
    Thomas T. Thomas
  Date: November 4, 2016

 

 

 

 

 

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

OPIANT PHARMACEUTICALS, INC. ANNOUNCES APPOINTMENT OF thomas t. thomas TO bOARD OF DIRECTORS

 

THOMAS BRINGS GLOBAL PHARMACEUTICAL AND FINANCIAL EXPERTISE TO OPIANT’S BOARD

  

SANTA MONICA, CALIFORNIA, November 10, 2016 – Opiant Pharmaceuticals, Inc. (“Opiant”) (OTCQB: OPNT), a specialty pharmaceutical company developing pharmacological treatments for substance use, addictive and eating disorders, announced the appointment of Thomas T. Thomas, CFA, to the company’s Board of Directors.

 

Mr. Thomas worked at Genentech, Inc. for more than twelve years, culminating as the company’s Corporate Treasurer. His responsibilities included treasury operations, cash and investment management, corporate finance, global procurement, enterprise risk management, business continuity, and real estate.

 

“With his valuable background, we welcome Thomas T. Thomas to our Board of Directors,” said Roger Crystal, M.D., Chief Executive Officer of Opiant. “We consider his experience at Genentech to be a great asset to Opiant.”

 

“There’s an unmet need for new addiction treatments and Opiant’s compelling approach could have a transformative impact on patients and their families,” Mr. Thomas said. “Opiant could make significant contributions to the field of addiction medicine.”

 

“With NARCAN® Nasal Spray now approved by the FDA and widely available to treat opioid overdoses, via our partner Adapt Pharma, we are focused on advancing our pipeline and Mr. Thomas has the financial experience to help Opiant achieve this,” said Dr. Crystal.

 

Mr. Thomas currently serves as a board member at the Cancer Prevention Institute of California. After his career at Genentech, Mr. Thomas served as Chief Financial Officer and Interim Chief Executive Officer at Stupski Foundation, an organization working to transform the public school system. He has also served in financial roles at Del Monte Foods, Inc. and GE Capital. Mr. Thomas is a Chartered Financial Analyst and has a master’s degree in business administration from the University of Cincinnati.

 

 

 

 

“Opiant is aggressively addressing a serious public health issue with its nasal opioid antagonist technology in NARCAN®,” Mr. Thomas said. “As I join Opiant’s board, I look forward to using my corporate financial experience to help the company advance its pipeline and business operations, and bring forward new and innovative therapies that improve patient’s lives, while continuing to build Opiant’s shareholder value.”

 

About Opiant Pharmaceuticals, Inc.

 

Opiant Pharmaceuticals, Inc., is a specialty pharmaceutical company developing pharmacological treatments for substance use, addictive and eating disorders. Over 45 million people in the U.S. have one of these disorders. The National Institute on Drug Abuse (NIDA), a division of the National Institutes of Health (NIH), describes these disorders as chronic relapsing brain diseases which burden society at both the individual and community levels. With its innovative opioid antagonist nasal delivery technology, Opiant is positioned to become a leader in these treatment markets. Its first product, NARCAN® Nasal Spray, is approved for marketing in the U.S. by the company’s partner, Adapt Pharma Limited. Currently, Opiant is developing opioid antagonists for the treatment of substance use, addictive and eating disorders, with a near term focus on cocaine use disorder, bulimia nervosa and binge eating disorder (BED). For more information please visit: www.opiant.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions based on our current expectations and projections about future events. You should not place undue reliance on these statements. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors. These and other factors may cause our actual results to differ materially from any forward-looking statement. We undertake no obligation to update any of the forward-looking statements after the date of this press release to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

 

 

 

 

 

# # #

CONTACT INFORMATION:

 

Corporate Contact:

Investor.relations@opiant.com

 

Media Relations and Investor Relations:

Scott Stachowiak

Assistant Vice President

RussoPartners/LLC

Scott.Stachowiak@russopartnersllc.com

(646) 942-5630