OPIANT PHARMACEUTICALS, INC. (Form: 8-K, Received: 06/12/2018 08:03:07)

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): June 12, 2018

OPIANT PHARMACEUTICALS, INC.

( Exact name of registrant as specified in its charter)




Delaware	001-38193	46-4744124
(State or other jurisdiction of incorporation)	(Commission File Number	(IRS Employer Identification No.)




201 Santa Monica Boulevard, Suite 500 Santa Monica, CA		90401
(Address of Principal Executive Offices)		(Zip Code)

(310) 598 5410

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))

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 ¨

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Richard Daly as Director

Effective as of June 12, 2018 (the “Appointment Date”), Opiant Pharmaceuticals, Inc. (the “Company”), acting pursuant to unanimous approval of the Company’s Board of Directors (the “Board”), appointed Richard Daly to the Board and entered into a Director Agreement (the “Agreement”) with Mr. Daly. Mr. Daly will serve as a Class I director, with a term expiring at the annual meeting of stockholders to be held in 2021. Mr. Daly will serve on the Audit Committee of the Board. In addition, the Board determined that Mr. Daly qualifies as independent under the rules of the Nasdaq Stock Market (“Nasdaq”).

Richard Daly, age 57, has served as the Chief Executive Officer of Neuralstem, Inc. (“Neuralstem”) since February 2016 and the Chairman of the Board of Neuralstem since June 2016. From November 2015 until February 2016, Mr. Daly was a managing partner at Ravine Rock Partners, LLC, a bio-pharmaceutical consulting company. From August 2013 until February 2014, Mr. Daly was the U.S. President of the BMS-AZ Diabetes Alliance. In February 2014 AstraZeneca purchased the BMS interest in the Diabetes Alliance and Mr. Daly became the President of U.S. Diabetes, a subsidiary of AstraZeneca Pharmaceutical LP. He served in this position until November 2014. From October 2011 until November 2012, Mr. Daly was a founding partner, board member and investor in SagePath Partners LLC, a commercial outsourcing provider to the pharmaceutical industry. Between July 2008 and October 2011, Mr. Daly was executive vice president of North and South America for Takeda NA, the North American subsidiary of Takeda Pharmaceuticals. Since June 2015, Mr. Daly has served on the board of directors, the Compensation Committee, and as the chair of the Nomination/Governance Committee for Synergy Pharmaceuticals from 2015 until 2018. Since February 2015, Mr. Daly has also served on the board of directors and on the Compensation Committee of Catalyst Pharmaceuticals. Mr. Daly holds a BS in Microbiology from The University of Notre Dame and an MBA from Northwestern University's Kellogg Graduate School of Management. Mr. Daly brings over 25 years of commercial pharmaceutical experience working in positions of progressive responsibility in sales, marketing and operations, including experience in building biopharmaceutical organizations. Mr. Daly has a strong business development background and significant past experience and relationships in the biopharma and biotech fields.

Pursuant to the Agreement, Mr. Daly will receive $65,000 per annum, payable in installments after the end of each calendar quarter in which he serves as director, and pro-rated as applicable. In connection with his service on the Audit Committee, Mr. Daly will receive an additional $8,000 per annum, payable in installments after the end of each calendar quarter in which he serves on the Audit Committee and pro-rated as applicable. The Board may elect to pay Mr. Daly additional cash compensation at its sole discretion. Additionally, pursuant to the Agreement, on June 12, 2018 the Board granted Mr. Daly options to purchase 5,000 shares of the Company’s common stock, par value 0.001 per share, under the Company’s 2017 Long-Term Incentive Plan, until the June 12, 2028 option termination date at an exercise price equal to the closing price of the Company's Common Stock on June 12, 2018. A third of the Options shall vest on each of the first, second and third anniversary of the Appointment Date. The Board may elect to grant Mr. Daly additional option consideration in its sole discretion. The term of the Agreement commenced on the Appointment Date and shall terminate upon Mr. Daly 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. Daly.

There are no family relationships between Mr. Daly and any director or executive officer of the Company, and Mr. Daly was not selected by the Board to serve as a director pursuant to any arrangement or understanding with

any person. Mr. Daly 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.

A copy of the press release announcing Mr. Daly's appointment is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
10.1		Director Agreement, effective June 12, 2018, by and between Opiant Pharmaceuticals, Inc. and Richard Daly
99.1		Press Release of Opiant Pharmaceuticals, Inc., dated June 12, 2018

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.

OPIANT PHARMACEUTICALS, INC.

Dated: June 12, 2018 By: /s/ David D. O’Toole

Name: David D. O’Toole

Title: Chief Financial Officer

Exhibit 10.1

OPIANT PHARMACEUTICALS, INC.

DIRECTOR AGREEMENT

This DIRECTOR AGREEMENT (this “Agreement”) by and between Richard Daly (“Director”) and Opiant Pharmaceuticals, Inc. (“Company”), with its corporate headquarters at 201 Santa Monica Blvd., 5th Floor, Santa Monica, CA 90401, is dated and effective as of June 12, 2018 (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 $65,000 per annum, paid in $16,250 installments after the end of each calendar quarter during which Director serves, and pro-rated as appropriate. In addition, as a member of the Audit Committee the Director will receive an annual retainer of $8,000 per annum, paid in $2,000 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.

On June 12, 2018, the Director also shall receive stock option compensation equal to 5,000 options to purchase the Company Common Stock under the 2017 Long-Term Incentive Plan, each with a ten-year life and the following terms:

Grant Date : June 12, 2018

Number of Options : 5,000 Options, each permitting the purchase of one Share

Exercise Price : Closing price of Stock on Appointment Date

Expiration Date : The Options expire at 5:00 P.M. Eastern Time on the last business day coincident with or prior to the 10th anniversary of the Grant Date (the “ Expiration Date ”), unless fully exercised or terminated earlier.

Exhibit 10.1

Exercisability Schedule : The Options become exercisable 1/3 on the first, second and third anniversary of the Appointment Date.

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 self 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.

Exhibit 10.1

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.

Exhibit 10.1

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, 201 Santa Monica Blvd., 5 ^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 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/ Dr. Roger Crystal

Name: Dr. Roger Crystal

Title: Chief Executive Officer

Date: June 12, 2018

By: /s/ Richard Daly

Date: June 12, 2018

Exhibit 99.1

Opiant Pharmaceuticals Appoints Biotech and Pharmaceutical Industry Veteran Richard Daly to Board of Directors

SANTA MONICA, Calif., June 12, 2018 -- Opiant Pharmaceuticals, Inc. ("Opiant") (NASDAQ: OPNT), a specialty pharmaceutical company developing pharmacological treatments for addictions, today announced the appointment of Richard J. Daly as a non-executive director and a member of the Audit Committee. Mr. Daly has supported the successful launch of 10 drugs during a 27-year career in the biotech and pharmaceutical industry. With his appointment, the Opiant Board now consists of six members, four of whom are independent.

"I am delighted to have Richard join our Board of Directors," said Roger Crystal, M.D., Opiant’s Chief Executive Officer. "He has extensive biopharma experience especially around commercializing new therapies in the USA. I look forward to leveraging his vast industry expertise as we advance our addiction pipeline."

"With the opioid crisis gripping America, and overdose deaths on the rise, more medical therapies are needed," said Mr. Daly. "I firmly believe that Opiant has a unique opportunity to be a leader in the field of pharmacological treatments for various addictions. It strengths lie in its innovative technology platform and broad product development pipeline, which also include treatments in development for Alcohol Use Disorder and Bulimia Nervosa."

Mr. Daly is currently the Chairman and Chief Executive Officer of Neuralstem, Inc. (Nasdaq: CUR), a clinical-stage CNS company with assets in development for the treatment of major depressive disorder, ALS, stroke, and chronic spinal cord injury. Prior to Neuralstem, he was a Managing Partner for Ravine Rock Partners, LLC, a biotech-focused management consulting firm. Previously, Mr. Daly served as President of AstraZeneca U.S. - Diabetes, a subsidiary of AstraZeneca Pharmaceutical LP. He was responsible for all functions of the $1.3 billion, 3,000 employee, primary care/specialty organization. Prior to this, Mr. Daly was co-Founder of SagePath Partners, a pharmaceutical outsourced commercial services company. Mr. Daly also held various roles of increasing responsibility over a 20-year period at Takeda Pharmaceuticals, where he was a founding member of the leadership team and most recently served as Executive Vice President, responsible for growing a $5 billion P&L and expanding the company’s commercial footprint in the Americas, and TAP Pharmaceuticals, a joint venture between Abbott Labs and Takeda that generated peak sales in excess of $3 billion.

Mr. Daly is currently a member of the Board of Directors of Catalyst Pharmaceuticals (Nasdaq: CPRX). Mr. Daly also served on the Board of Synergy Pharmaceuticals (Nasdaq: SGYP) from 2015 until 2018. He earned his B.S. in Microbiology from the University of Notre Dame and his M.B.A. from the Kellogg School of Management at Northwestern University.

Exhibit 99.1

SagePath Partners, a pharmaceutical outsourced commercial services company. Mr. Daly also held various roles of increasing responsibility over a 20-year period at Takeda Pharmaceuticals, where he was a founding member of the leadership team and most recently served as Executive Vice President, responsible for growing a $5 billion P&L and expanding the company’s commercial footprint in the Americas, and TAP Pharmaceuticals, a joint venture between Abbott Labs and Takeda that generated peak sales in excess of $3 billion.

About Opiant Pharmaceuticals, Inc.

Opiant Pharmaceuticals, Inc. is a specialty pharmaceutical company developing pharmacological treatments for addictions. The National Institute on Drug Abuse (NIDA), a component 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. Opiant's first product, NARCAN® Nasal Spray, is exclusively licensed to Adapt Pharmaceuticals, and is approved for marketing in the U.S. and Canada. 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.

CONTACTS:

Dan Ferry

Managing Director

LifeSci Advisors, LLC

Daniel@lifesciadvisors.com

(617) 535-7746