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): March 31, 2017
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 Code) |
(424) 252-4756
Registrant’s telephone number, including area code
(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 March 31, 2017, Dr. Michael Sinclair, the Executive Chairman of the Board of Directors of Opiant Pharmaceuticals, Inc. (the “Company”), and Dr. Roger Crystal, the Company’s Chief Executive Officer, each voluntarily entered into separate employment agreement acknowledgements whereby they elected to forfeit, unconditionally and irrevocably, $175,498.32 and $586,328.97, respectively, of certain owed amounts pursuant to their respective existing employment agreements, representing 35% of the total compensation currently owed to each of Dr. Sinclair and Dr. Crystal.
Furthermore, on March 31, 2017, pursuant to their respective employment agreement acknowledgements, Dr. Sinclair and Dr. Crystal each voluntarily elected to forfeit, unconditionally and irrevocably, 680,000 and 825,000 shares of common stock of the Company underlying stock options previously issued by the Company, respectively, representing approximately 55% of the total number of options previously issued by the Company to each of Dr. Sinclair and Dr. Crystal.
The foregoing description of Dr. Sinclair’s and Dr. Crystal’s respective employment agreement acknowledgements is qualified in its entirety by reference to the full text of such acknowledgements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Employment Agreement Acknowledgement, effective as of March 31, 2017, by and between Opiant Pharmaceuticals, Inc. and Dr. Michael Sinclair. |
| 10.2 | Employment Agreement Acknowledgement, effective as of March 31, 2017, by and between Opiant Pharmaceuticals, Inc. and Dr. Roger Crystal. |
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: April 6, 2017 | By: | /s/ Dr. Roger Crystal | |
| Name: | Dr. Roger Crystal | ||
| Title: | Chief Executive Officer | ||
Exhibit 10.1
Employment Agreement Acknowledgement
This Acknowledgment to the Employment Agreement by and between Opiant Pharmaceuticals, Inc. (the “ Company ”) and Michael Sinclair (the “ Employee ”) (collectively, the “ Parties ”) dated August 6, 2010 (the “ Employment Agreement ”), and amended on December 31, 2012 (the “ First Amendment ”), December 31, 2013 (the “ Second Amendment ”) and January 1, 2016 (the “ Third Amendment ”) (collectively, the “ Amendments ”), is entered into by and between the Company and Employee effective March 31, 2017 (the “ Effective Date ”).
The Parties hereby mutually acknowledge and agree, in consideration of the Company’s intention to enter into a new employment agreement with Employee, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, that fifty-five percent (55%) of Employee’s stock options, as listed on Exhibit A attached hereto (the “ Options ”), shall be forfeited by the Employee to the Company as of the Effective Date. Employee hereby acknowledges and agrees that, upon the forfeiture of these Options, he shall forfeit all right, title and interest in and to such Options, as well as all right, title and interest in and to the shares of common stock underlying such Options.
Additionally, the Parties hereby mutually acknowledge and agree that thirty-five percent (35%) of Employee’s Owed Amounts, as that term is defined in the Third Amendment thereto and as set forth on Exhibit B , shall be forfeited by the Employee to the Company in the manner specified in Exhibit B . Employee hereby acknowledges and agrees that, upon the forfeiture of the Owed Amounts, he shall forfeit all right, title and interest in and to such Owed Amounts (collectively with the forfeited stock options, the “ Forfeited Amounts ”).
Employee waives and relinquishes any claim or right to the Forfeited Amounts. The delivery of this Employment Agreement Acknowledgement is irrevocable and, once delivered to the Company, may not be withdrawn under any circumstances. Furthermore, this Employment Agreement Acknowledgement shall inure to the benefit of the Company and its successors and assigns.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties have executed this Employment Agreement Acknowledgement effective as of this 31 st day of March, 2017.
|
OPIANT PHARMACEUTICALS, INC.
By: /s/ Dr. Roger Crystal
Title: Chief Executive Officer
Date: March 31, 2017
MICHAEL SINCLAIR
By: /s/ Dr. Michael Sinclair
Title: Executive Chairman
Date: March 31, 2017
|
Exhibit A
Options
| Date of Grant | Forfeited Options | Exercise Price |
| 12/31/12 | 60,000 | $15.00 |
| 12/31/12 | 285,000 | $15.00 |
| 8/1/13 | 50,000 | $20.00 |
| 8/1/13 | 50,000 | $15.00 |
| 5/1/13 | 25,000 | $10.00 |
| 8/1/13 | 25,000 | $10.00 |
| 11/1/13 | 25,000 | $10.00 |
| 12/31/13 | 30,000 | $10.00 |
| 5/1/13 | 50,000 | $8.00 |
| 11/1/13 | 50,000 | $8.00 |
| 12/31/13 | 30,000 | $8.00 |
Exhibit B
Schedule of Owed Amounts
|
Total Owed Amount
(see table below for details) |
Forfeited Percentage |
Total Forfeited Amount (see table below for details) |
| $501,423.76 | 35% | $175,498.32 |
| Details of Owed and Forfeited Amounts | ||
| Owed Amount | Payment Date | Forfeited Amount |
| $416,423.76 | On or about March 31, 2017 | $90,498.32 |
| $42,500 | September 30, 2017 | $42,500 |
| $42,500 | March 31, 2018 | $42,500 |
Exhibit 10.2
Employment Agreement Acknowledgement
This Acknowledgment to the Employment Agreement by and between Opiant Pharmaceuticals, Inc. (the “ Company ”) and Roger Crystal (the “ Employee ”) (collectively, the “ Parties ”) dated October 19, 2009 (the “ Employment Agreement ”), and amended on December 31, 2012 (the “ First Amendment ”), December 31, 2013 (the “ Second Amendment ”) and January 1, 2016 (the “ Third Amendment ”) (collectively, the “ Amendments ”), is entered into by and between the Company and Employee effective March 31, 2017 (the “ Effective Date ”).
The Parties hereby mutually acknowledge and agree, in consideration of the Company’s intention to enter into a new employment agreement with Employee, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, that fifty-five percent (55%) of Employee’s stock options, as listed on Exhibit A attached hereto (the “ Options ”), shall be forfeited by the Employee to the Company as of the Effective Date. Employee hereby acknowledges and agrees that, upon the forfeiture of these Options, he shall forfeit all right, title and interest in and to such Options, as well as all right, title and interest in and to the shares of common stock underlying such Options.
Additionally, the Parties hereby mutually acknowledge and agree that thirty-five percent (35%) of Employee’s Owed Amounts, as that term is defined in the Third Amendment thereto and as set forth on Exhibit B , shall be forfeited by the Employee to the Company in the manner specified in Exhibit B . Employee hereby acknowledges and agrees that, upon the forfeiture of the Owed Amounts, he shall forfeit all right, title and interest in and to such Owed Amounts (collectively with the forfeited stock options, the “ Forfeited Amounts ”).
Employee waives and relinquishes any claim or right to the Forfeited Amounts. The delivery of this Employment Agreement Acknowledgement is irrevocable and, once delivered to the Company, may not be withdrawn under any circumstances. Furthermore, this Employment Agreement Acknowledgement shall inure to the benefit of the Company and its successors and assigns.
This Employment Agreement Acknowledgement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and any regulations and Treasury guidance promulgated thereunder (" Section 409A "). The Company shall undertake to administer, interpret, and construe this Employment Agreement Acknowledgement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A.
Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12)) that were otherwise payable pursuant to the terms of the Employment Agreement and Amendments thereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties have executed this Employment Agreement Acknowledgement effective as of this 31 st day of March, 2017.
|
OPIANT PHARMACEUTICALS, INC.
By: /s/ Dr. Michael Sinclair
Title: Executive Chairman
Date: March 31, 2017
ROGER CRYSTAL
By: /s/ Dr. Roger Crystal
Title: Chief Executive Officer
Date: March 31, 2017
|
Exhibit A
Options
| Date of Grant | Forfeited Options | Exercise Price |
| 12/31/12 | 85,000 | $15.00 |
| 12/31/12 | 40,000 | $15.00 |
| 8/1/13 | 50,000 | $20.00 |
| 8/1/13 | 50,000 | $15.00 |
| 12/31/12 | 25,000 | $12.00 |
| 5/1/13 | 25,000 | $10.00 |
| 8/1/13 | 25,000 | $10.00 |
| 11/1/13 | 25,000 | $10.00 |
| 12/31/13 | 100,000 | $10.00 |
| 5/1/13 | 50,000 | $8.00 |
| 11/1/13 | 50,000 | $8.00 |
| 12/31/13 | 100,000 | $8.00 |
| 6/15/14 | 200,000 | $8.00 |
Exhibit B
Schedule of Owed Amounts
|
Total Owed Amount
(see table below for details) |
Forfeited Percentage |
Total Forfeited Amount (see table below for details) |
| $1,675,225.63 | 35% | $586,328.97 |
| Details of Owed and Forfeited Amounts | ||
| Owed Amount | Payment Date | Forfeited Amount |
| $1,531,475.63 | On or about March 31, 2017 | $442,578.97 |
| $71,875 | September 30, 2017 | $71,875 |
| $71,875 | March 31, 2018 | $71,875 |