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): August 29, 2017
OPIANT PHARMACEUTICALS, INC.
(
Exact name of registrant as specified
in its charter)
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Nevada
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001-38193
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46-4744124
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(State or other jurisdiction
of
incorporation)
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(Commission File Number
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(IRS Employer
Identification No.)
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201 Santa Monica Boulevard, Suite 500
Santa Monica, CA
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90401
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code
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(Former name or former address if changed since last report,)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
x
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.
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 29, 2017, David O’Toole was appointed to
succeed Kevin Pollack as the Chief Financial Officer of Opiant Pharmaceuticals Inc. (the “Company”), effective September 12, 2017
(the “Start Date”). Mr. Pollack has agreed to stay with the Company as an advisor during the transition. A copy
of the press release announcing Mr. O’Toole’s appointment and Mr. Pollack’s resignation is attached hereto
as Exhibit 99.1 and incorporated herein by reference in its entirety.
Mr. O’Toole, age 58, has more than 30 years of experience
in the accounting and finance sectors, and for nearly half of his career, he has focused on the life sciences industry. From 2014
to 2017, he served as the Chief Financial Officer at Soleno Therapeutics, Inc. (“Soleno”), a company focused on the
development and commercialization of novel therapeutics for the treatment of rare diseases. Mr. O’Toole managed Soleno’s
initial public offering in 2014 and raised over $40 million for the company in a number of financing transactions. During the last
nine years as the Chief Financial Officer of four life sciences companies, Mr. O’Toole has led numerous M&A and financing
transactions. He has significant experience in Securities and Exchange Commission reporting, managing and building finance, treasury
and accounting departments, Sarbanes-Oxley Act of 2002 compliance and managing investor relations and commercial operations. Prior
to Soleno, Mr. O'Toole served as the Chief Financial Officer at Codexis, Inc. from 2012 to 2014 and Response Genetics, Inc. from
2010 to 2012. Prior to that, from 2008 to 2009, Mr. O'Toole served as Chief Financial Officer at Abraxis BioScience, Inc., which
was acquired by Celgene for $2.9 billion. Prior to his Chief Financial Officer experience, Mr. O’Toole spent 24 years in
public accounting, including 16 years with the accounting firm of Deloitte & Touche LLP, including 12 years as a partner, and
began his career with eight years at the accounting firm of Arthur Andersen. Mr. O'Toole holds a Bachelor of Science degree in
accounting from the University of Arizona and is a Certified Public Accountant. As the Company’s Chief Financial Officer,
Mr. O’Toole will be responsible for all aspects of financial management for Opiant and will report to Dr. Roger Crystal,
the Company’s Chief Executive Officer. There are no family relationships between Mr. O’Toole and any director or executive
officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Mr. O’Toole was not appointed pursuant to any arrangement or understanding between Mr.
O’Toole and any other person.
A copy of Mr. O’Toole’s offer letter, dated
August 29, 2017 (the “Offer Letter”), is attached as Exhibit 10.1 to this Current Report on Form 8-K. Pursuant to
the Offer Letter, Mr. O’Toole is entitled to an annual base salary of $360,000 and an annual target bonus equal to 40%
of his annual base salary. Mr. O’Toole will also receive a one-time signing bonus equal to $45,000 (the “Signing
Bonus”) within 30 days of the Start Date, provided, however, Mr. O’Toole shall be required to repay the Signing
Bonus in the event Mr. O’Toole terminates his employment prior to the one-year anniversary of the Start Date.
Furthermore, subject to approval of the Company’s Board of Directors (the “Board”), Mr. O’Toole will be granted an
incentive stock option (the “Option”) to purchase 150,000 shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”), with an exercise price per share no less than the fair market value of a share
of Common Stock on the date of grant, pursuant to the Opiant Pharmaceuticals, Inc. 2017 Long-Term Incentive Plan. The shares
of Common Stock underlying the Option shall vest and become exercisable over a four-year period commencing on the Start
Date, subject to Mr. O’Toole’s continued employment with the Company or its affiliate through each such
vesting date. Mr. O’Toole will be eligible for participation in the Company’s health insurance plan and 401(k)
plan. The Company and Mr. O’Toole are in negotiations to enter into an employment agreement. The description of the
terms of the Offer Letter are qualified in their entirety by the full text of the Offer Letter filed herewith as Exhibit
10.1 and incorporated herein by reference.
Effective September 11, 2017, the Company has accepted the resignation
of Mr. Pollack, the Company’s Chief Financial Officer, Treasurer and Secretary and a director of the Company. Effective
September 11, 2017, Mr. Pollack has also resigned as a director of Opiant Pharmaceuticals UK Limited, a wholly owned subsidiary
of the Company. Mr. Pollack was not nominated as a director by the Board to be elected at the Company’s Annual Meeting of
Stockholders, to be held on September 8, 2017.
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Item 9.01
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Financial Statements and Exhibits.
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* Indicates a management contract or compensatory plan or arrangement.
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.
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Opiant Pharmaceuticals, Inc.
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Date: September 5, 2017
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By:
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/s/
Dr. Roger Crystal
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Name: Dr. Roger Crystal
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Title: Chief Executive Officer
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Exhibit 10.1
VIA ELECTRONIC MAIL
To:
Mr. David O’Toole
29
th
August 2017
Dear David,
I am delighted to extend to you an offer of employment as Chief
Financial Officer with Opiant Pharmaceuticals, Inc. (“Opiant” and/or the “Company”).
This employment offer is subject your successful completion
of a background check conducted in accordance with applicable federal, state and local laws. Upon your acceptance of this employment
offer, we will contact you to set up an appointment and provide you with the necessary forms and instructions. We will also provide
you with an employment contract before your start date, which will include standard terms for executive officers of the Company.
As we discussed, the following details summarize the offer of
employment:
This employment offer is for a full-time position with an annual
base salary of $360,000.00
and a target bonus of 40% of annual base salary. The Company
will also pay you a one-off payment of $45,000.00 within 30 days from your start date, which shall be repaid by you to the Company
in the event you terminate your employment prior to the one year anniversary of your start date.
Subject to the approval of the Board at the next scheduled Board
meeting, you will be granted under the Company’s equity compensation plan (the “Plan”) a stock option grant to
purchase 150,000 shares of common stock of the Company (“Option”) and such Option shall vest and become exercisable
over four (4) years from your hire date, provided you remain employed as an employee of the Company (or its Affiliate) through
each vesting date. The Option will have an exercise price no less than the fair market value of a common stock of the Company on
the date of grant, will be evidenced by a standard option agreement, and will be subject to the terms and conditions of that agreement
and the Plan.
You will be eligible for participation in the company's health
insurance plan and 401(k) plan.
Under the Immigration Reform and Control Act (IRCA), our company
is required to verify the identity and work authorization of all newly hired employees. Therefore, if you accept this position,
you will be required to complete a Form I-9 upon hire. Within three business days of beginning employment, you will need to supply
acceptable documentation (as noted on the Form I-9) of your identity and work authorization.
We look forward to hearing from you.
Sincerely,
/s/ Dr. Roger Crystal
Roger Crystal
Chief Executive Officer
ACKNOWLEDGEMENT
I accept the above offer of employment and I understand that
this company is an at-will employer, and that this means that the company or I may terminate the employment relationship at any
time, for any reason, with or without cause or notice and in accordance with applicable law. No officer, employee, or representative
of the company is authorized to enter into an agreement-express or implied-with me or any employee for employment for a specified
period of time. Any agreement to employment for a specified period of time will be put into writing and signed by the president
of the company.
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Signature
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Date
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/s/ David O’Toole
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August 29, 2017
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Exhibit 99.1
Opiant Pharmaceuticals, Inc. Announces
Appointment of David O’Toole as Chief Financial Officer
SANTA MONICA, California – September 5, 2017 -- Opiant
Pharmaceuticals, Inc. (“Opiant”) (NASDAQ:OPNT), a specialty pharmaceutical company developing pharmacological treatments
for addictions, today announced the appointment of David O’Toole as Opiant’s Chief Financial Officer effective September
12, 2017 and will be based at Opiant’s headquarters in Santa Monica. Mr. O’Toole has more than 30 years of experience
in the accounting and finance sectors, and for nearly half of his career, he has focused on the life sciences industry. He most
recently served as CFO at Soleno Therapeutics, Inc., a company focused on the development and commercialization of novel therapeutics
for the treatment of rare diseases. Mr. O’Toole managed the Soleno Therapeutics, Inc. initial public offering in 2014 and
raised over $40 million for the company in a number of financing transactions. He will succeed Kevin Pollack, Opiant’s
outgoing Chief Financial Officer, who will be stepping down on September 11, 2017 and will continue to advise the company during
the transition.
“I am delighted to welcome David O'Toole to the Opiant
management team,” stated Roger Crystal, M.D., Chief Executive Officer of Opiant. “David brings a strong track record
of success helping growing biotechnology companies effectively manage their assets. His solid financial and managerial expertise,
along with his skills and experience in building organizations, will be instrumental as we advance our development programs which
include clinical candidates addressing Alcohol Use Disorder, Opioid Use Disorder and Eating Disorders.”
“We thank Kevin for his dedication and key contributions
to Opiant during his many years of service,” Dr. Crystal continued. “Leveraging his expertise and experience, Kevin
played an important role in building our company, adding to the strength of our financial position and establishing a solid foundation
for our future. We wish him all the best in his future endeavors.”
During the last nine years as CFO of four life sciences companies,
Mr. O’Toole has led numerous M&A and financing transactions. He has significant experience in SEC reporting, managing
and building finance, treasury and accounting departments, Sarbanes Oxley compliance and managing investor relations and commercial
operations. Prior to Soleno Therapeutics, Inc., Mr. O'Toole served as CFO at Codexis, Inc. from 2012 to 2014 and Response Genetics,
Inc. from 2010 to 2012. Prior to that, from 2008 to 2009, Mr. O'Toole served as CFO at Abraxis BioScience, Inc., which was acquired
by Celgene for $2.9 billion. Prior to his CFO experience, Mr. O’Toole spent 24 years in public accounting, including 16 years
with the accounting firm of Deloitte & Touche LLP (12 years as a partner), and began his career with eight years at the accounting
firm of Arthur Andersen. Mr. O'Toole holds a Bachelor of Science degree in accounting from the University of Arizona and is a Certified
Public Accountant.
As Chief Financial Officer, Mr. O’Toole will be responsible
for all aspects of financial management for Opiant and will report to Dr. Roger Crystal, Chief Executive Officer.
About Opiant Pharmaceuticals, Inc.
Opiant Pharmaceuticals, Inc., is a specialty pharmaceutical
company developing pharmacological treatments for addictions. 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. and Canada by the company’s partner, Adapt
Pharma Operations Limited. For more information please visit: www.opiant.com.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. 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, including those risks and uncertainties described in our filings with the U.S. Securities
and Exchange Commission, including our most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto. Therefore,
current and prospective security holders are cautioned that there also can be no assurance that the forward-looking statements
included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be regarded as a representation or warranty by Opiant
or any other person that the objectives and plans of Opiant will be achieved in any specified time frame, if at all. 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
Investors:
Sam Martin
Argot Partners
sam@argotpartners.com
212-600-1902
