Delaware
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46-4744124
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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201 Santa Monica Boulevard, Suite 500,
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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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Dr. Roger Crystal
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Chief Executive Officer
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David C. Schwartz, Esq.
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Opiant Pharmaceuticals, Inc.
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DLA Piper LLP (US)
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201 Santa Monica Boulevard, Suite 500,
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51 John F. Kennedy Parkway, Suite 120
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Santa Monica, CA
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Short Hills, New Jersey 07078
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310 598-5410
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973 520-2550
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(Name, address, telephone number,
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(With copies to)
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including area code, of agent for service)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
ý
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Emerging growth company
o
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Title of securities to be registered
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Amount to be
registered (1) |
Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of
registration fee |
Common Stock, $0.001 par value per share
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525,000
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$5.00
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$2,625,000
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(2)
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$326.81
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Common Stock, $0.001 par value per share
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225,000
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$6.00
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$1,350,000
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(3)
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$168.08
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Common Stock, $0.001 par value per share
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1,437,500
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$7.25
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$10,421,875
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(4)
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$1,297.52
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Common Stock, $0.001 par value per share
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373,000
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$8.00
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$2,984,000
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(5)
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$371.51
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Common Stock, $0.001 par value per share
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200,000
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$9.00
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$1,800,000
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(6)
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$224.10
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Common Stock, $0.001 par value per share
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358,000
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$10.00
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$3,580,000
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(7)
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$445.71
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Common Stock, $0.001 par value per share
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449,500
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$15.00
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$6,742,500
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(8)
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$839.44
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TOTAL
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3,568,000
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$29,503,375
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$3,673.17
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(1)
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers an indeterminate number of shares of common stock, $0.001 par value per share (“Common Stock”), of Opiant Pharmaceuticals, Inc. (the “Registrant”) which may be offered or issued pursuant to these stock option grant agreements and warrant agreement to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.
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(2)
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Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $5.00 per share, which represents the exercise price under the stock options granted on June 15, 2014 to Dr. Michael Sinclair, the Registrant’s Executive Chairman, Dr. Roger Crystal, the Registrant’s Chief Executive Officer and a director, Kevin Pollack, a consultant and advisor to the Registrant and previously the Registrant’s Chief Financial Officer, Treasurer, Secretary and director, and Geoffrey Wolf, a director of the Registrant.
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(3)
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Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $6.00 per share, which represents the exercise price under the stock options granted on December 31, 2013 to Dr. Sinclair, Dr. Crystal, and Mr. Pollack.
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(4)
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Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $7.25 per share, which represents the exercise price under the stock options granted on October 27, 2015 to Dr. Sinclair, Dr. Crystal, Mr. Pollack, Mr. Wolf and Arvind Agrawal, the Registrant’s Executive Vice President, Medical Affairs.
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(5)
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Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $8.00 per share, which represents the exercise price under the stock options granted on June 15, 2014 to Dr. Sinclair, Mr. Pollack and Mr. Wolf, and the stock option granted on December 31, 2013 to Mr. Pollack.
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(6)
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Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $9.00 per share, which represents the exercise price under the stock option granted on February 6, 2017 to Dr. Phil Skolnick, the Registrant’s Chief Scientific Officer
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(7)
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Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $10.00 per share, which represents the exercise price under the stock option granted on November 12, 2014 to Mr. Agrawal, the stock option granted on March 19, 2015 to Brad Miles, a former adviser of the Registrant, the warrants issued on March 19, 2015 and March 13, 2017 to Mr. Miles, the stock option granted to Jenny Lee, the Registrant’s Operations Manager, on October 6, 2016, the stock options granted to Quan Vu, the Registrant’s Vice President, Corporate Development, on October 6, 2016 and December 24, 2016, and the stock options granted to Thomas T. Thomas, Dr. Gabrielle Silver and Ann MacDougall, each of whom are directors of the Registrant, on November 4, 2016, May 17, 2016 and May 17, 2016, respectively.
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(8)
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Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $15.00 per share, which represents the exercise price under the stock option granted, and warrant issued, on December 31, 2012 to Mr. Wolf, the stock options granted to Mr. Miles on January 22, 2013 and March 19, 2015, and the stock option granted on November 12, 2014 to Mr. Agrawal.
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EXHIBIT
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NUMBER
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DESCRIPTION
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5.1*
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Opinion of DLA Piper LLP (US), counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered on this Registration Statement.
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10.1†*
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Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Dr. Michael Sinclair.
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10.2†*
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Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Dr. Michael Sinclair.
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10.3†*
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Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Dr. Michael Sinclair.
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10.4†
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Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant’s and Dr. Michael Sinclair (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).
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10.5†*
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Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Dr. Roger Crystal.
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10.6†*
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Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Dr. Roger Crystal.
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10.7†
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Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Dr. Roger Crystal (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).
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10.8†*
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Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Kevin Pollack.
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10.9†*
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Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Kevin Pollack.
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10.10†*
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Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Kevin Pollack.
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10.11†*
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Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Kevin Pollack.
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10.12†
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Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Kevin Pollack (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).
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10.13†*
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Stock Option Grant Agreement, dated December 31, 2012, by and between the Registrant and Geoffrey Wolf.
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10.14†*
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Warrant Agreement, dated December 31, 2012, by and between the Registrant and Geoffrey Wolf.
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10.15†*
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Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Geoffrey Wolf.
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10.16†*
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Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Geoffrey Wolf.
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10.17†
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Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Geoffrey Wolf (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).
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10.18†*
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Stock Option Grant Agreement, dated November 12, 2014, by and between the Registrant and Arvind Agrawal.
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10.19†*
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Stock Option Grant Agreement, dated November 12, 2014, by and between the Registrant and Arvind Agrawal.
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10.20†*
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Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Arvind Agrawal.
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10.21†*
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Stock Option Grant Agreement, dated January 22, 2013, by and between the Registrant and Brad Miles.
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10.22†*
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Warrant Agreement, dated March 19, 2015, by and between the Registrant and Brad Miles.
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10.23†*
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Stock Option Grant Agreement, dated March 19, 2015, by and between the Registrant and Brad Miles.
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10.24†*
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Stock Option Grant Agreement, dated March 19, 2015, by and between the Registrant and Brad Miles.
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10.25†*
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Stock Option Grant Agreement, dated October 6, 2016, by and between the Registrant and Jenny Lee.
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10.26†*
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Stock Option Grant Agreement, dated October 6, 2016, by and between the Registrant and Quan Vu.
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10.27†*
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Stock Option Grant Agreement, dated December 24, 2016, by and between the Registrant and Quan Vu.
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10.28†*
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Stock Option Grant Agreement, dated February 6, 2017, by and between the Registrant and Dr. Phil Skolnick.
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10.29†*
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Stock Option Grant Agreement, dated November 4, 2016, by and between the Registrant and Thomas T. Thomas.
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10.30†*
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Stock Option Grant Agreement, dated May 17, 2016, by and between the Registrant and Dr. Gabrielle Silver.
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10.31†*
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Stock Option Grant Agreement, dated May 17, 2016, by and between the Registrant and Ann MacDougall.
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10.32†
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Amendment to Employment Agreement, dated as of December 31, 2012, by and between the Registrant and Dr. Michael Sinclair (incorporated herein by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K filed on October 29, 2013).
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10.33†
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Second Amendment to Employment Agreement, dated as of December 31, 2013, by and between the Registrant and Dr. Michael Sinclair (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 25, 2014).
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10.34†
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Amendment to Executive Letter of Reappointment, dated as of December 31, 2012, by and between the Registrant and Dr. Roger Crystal (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on October 29, 2013).
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10.35†
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Second Amendment to Executive Letter of Reappointment, dated as of December 31, 2013, by and between the Registrant and Dr. Roger Crystal (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 25, 2014).
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10.36†*
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Executive Letter of Appointment, dated as of November 26, 2012, by and between the Company and Kevin Pollack.
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10.37†
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Amendment to Executive Letter of Appointment, dated as of December 31, 2012, by and between the Registrant and Kevin Pollack (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed on October 29, 2013).
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10.38†
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Second Amendment to Executive Letter of Appointment, dated as of December 31, 2013, by and between the Registrant and Kevin Pollack (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 25, 2014).
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10.39†
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Director Agreement, dated as of December 31, 2012, by and between the Registrant and Geoffrey Wolf (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed on October 29, 2013).
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10.40†
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Senior Advisor Agreement, dated as of January 22, 2013, by and between the Registrant and Brad Miles (incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed on March 15, 2017).
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10.41†*
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Letter Agreement, dated as of November 12, 2014, by and between the Registrant and Arvind Agrawal.
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10.42†
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Third Amendment to Senior Advisor Agreement, dated as of March 13, 2017 by and between the Registrant and Brad Miles (incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q filed on March 15, 2017.
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10.43†*
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Warrant Agreement, dated as of March 13, 2017, by and between the Registrant and Brad Miles.
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23.1*
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Consent of DLA Piper LLP (US) (contained in Exhibit 5.1).
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23.2*
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Consent of MaloneBailey, LLP, the Registrant’s Independent Registered Public Accounting Firm.
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24.1*
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Power of Attorney (included on signature page).
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a.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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i.
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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ii.
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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b.
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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c.
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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EXHIBIT
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NUMBER
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DESCRIPTION
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5.1*
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10.1†*
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10.2†*
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10.3†*
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10.4†
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10.5†*
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10.6†*
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10.7†
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10.8†*
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10.9†*
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10.10†*
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10.11†*
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10.12†
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10.13†*
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10.14†*
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10.15†*
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10.16†*
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10.17†
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10.18†*
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10.19†*
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10.20†*
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10.21†*
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10.22†*
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10.23†*
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10.24†*
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10.25†*
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10.26†*
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10.27†*
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10.28†*
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10.29†*
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10.30†*
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10.31†*
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10.32†
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10.33†
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10.34†
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10.35†
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10.36†*
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10.37†
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10.38†
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10.39†
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10.40†
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10.41†*
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10.42†
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10.43†*
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23.1*
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23.2*
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24.1*
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Opiant Pharmaceuticals, Inc.
(Registrant)
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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 and Director
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Signature
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Capacity
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Date
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/s/ Dr. Roger Crystal
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Chief Executive Officer and Director
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November 27, 2017
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Dr. Roger Crystal
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(Principal Executive Officer)
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/s/ David O’Toole
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Chief Financial Officer
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November 27, 2017
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David O’Toole
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Dr. Michael Sinclair
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Chairman of the Board of Directors
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November 27, 2017
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Dr. Michael Sinclair
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/s/ Ann MacDougall
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Director
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November 27, 2017
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Ann MacDougall
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/s/ Dr. Gabrielle Silver
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Director
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November 27, 2017
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Dr. Gabrielle Silver
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/s/ Thomas T. Thomas
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Director
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November 27, 2017
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Thomas T. Thomas
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/s/ Geoffrey Wolf
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Director
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November 27, 2017
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Geoffrey Wolf
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Re:
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Opiant Pharmaceuticals, Inc. – Registration Statement on Form S-8
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Board Approval Date:
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December 30, 2013
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Date of Grant:
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December 31, 2013
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Exercise Price per Share:
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US$0.06
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Total Number of Shares Granted:
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7,500,000
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Total Exercise Price:
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Cashless exercise as per the Letter
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Type of Options:
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Non-Qualified Stock Options
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Expiration Date:
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December 30, 2023
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Termination Period:
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These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
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Transferability:
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These Options may not be transferred, except as permitted by applicable laws and regulations.
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Restriction on Exercise:
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None.
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Vesting:
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100% on December 31, 2013
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LIGHTLAKE THERAPEUTICS INC.
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/s/ Michael Sinclair
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/s/ Roger Crystal
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Optionee
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Roger Crystal, Chief Executive Officer
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Board Approval Date:
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June 12, 2014
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Date of Grant:
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June 15, 2014
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Exercise Price per Share:
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US$0.08
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|
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Total Number of Shares Granted:
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10,000,000
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Total Exercise Price:
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Cashless exercise as per the Letter
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Type of Options:
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Non-Qualified Stock Options
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Expiration Date:
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June 14, 2024
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Termination Period:
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These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
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|
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Transferability:
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These Options may not be transferred, except as permitted by applicable laws and regulations.
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Restriction on Exercise:
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These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
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Vesting:
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100% on June 15, 2014
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LIGHTLAKE THERAPEUTICS INC.
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/s/ Michael Sinclair
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/s/ Roger Crystal
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Optionee
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Roger Crystal, Chief Executive Officer
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Board Approval Date:
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June 12, 2014
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Date of Grant:
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June 15, 2014
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Exercise Price per Share:
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US$0.05
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Total Number of Shares Granted:
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15,000,000
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Total Exercise Price:
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Cashless exercise as per the Letter
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Type of Options:
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Non-Qualified Stock Options
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Expiration Date:
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June 14, 2024
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Termination Period:
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These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
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Transferability:
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These Options may not be transferred, except as permitted by applicable laws and regulations.
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Restriction on Exercise:
|
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
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Vesting:
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100% on June 15, 2014
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LIGHTLAKE THERAPEUTICS INC.
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/s/ Michael Sinclair
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/s/ Roger Crystal
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Optionee
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Roger Crystal, Chief Executive Officer
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Board Approval Date:
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December 30, 2013
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Date of Grant:
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December 31, 2013
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Exercise Price per Share:
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US$0.06
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Total Number of Shares Granted:
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7,500,000
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Total Exercise Price:
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Cashless exercise as per the Letter
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Type of Options:
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Non-Qualified Stock Options
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Expiration Date:
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December 30, 2023
|
|
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Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
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Transferability:
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These Options may not be transferred, except as permitted by applicable laws and regulations.
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Restriction on Exercise:
|
None.
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|
Vesting:
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100% on December 31, 2013
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LIGHTLAKE THERAPEUTICS INC.
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/s/ Dr. Roger Crystal
|
|
/s/ Kevin Pollack
|
Optionee
|
|
Kevin Pollack, Chief Financial Officer
|
Board Approval Date:
|
June 12, 2014
|
|
|
Date of Grant:
|
June 15, 2014
|
|
|
Exercise Price per Share:
|
US$0.05
|
|
|
Total Number of Shares Granted:
|
15,000,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
June 14, 2024
|
|
|
Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
|
|
|
Transferability:
|
These Options may not be transferred, except 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 the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
|
|
|
Vesting:
|
100% on June 15, 2014
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Dr. Roger Crystal
|
|
/s/ Kevin Pollack
|
Optionee
|
|
Kevin Pollack, Chief Financial Officer
|
Board Approval Date:
|
December 30, 2013
|
|
|
Date of Grant:
|
December 31, 2013
|
|
|
Exercise Price per Share:
|
US$0.06
|
|
|
Total Number of Shares Granted:
|
7,500,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
December 30, 2023
|
|
|
Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
|
|
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restriction on Exercise:
|
None.
|
|
|
Vesting:
|
100% on December 31, 2013
|
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Kevin Pollack
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
Board Approval Date:
|
December 30, 2013
|
|
|
Date of Grant:
|
December 31, 2013
|
|
|
Exercise Price per Share:
|
US$0.08
|
|
|
Total Number of Shares Granted:
|
9,000,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
December 30, 2023
|
|
|
Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
|
|
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restriction on Exercise:
|
None.
|
|
|
Vesting:
|
100% on December 31, 2013
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Kevin Pollack
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
Board Approval Date:
|
June 12, 2014
|
|
|
Date of Grant:
|
June 15, 2014
|
|
|
Exercise Price per Share:
|
US$0.08
|
|
|
Total Number of Shares Granted:
|
20,000,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
June 14, 2024
|
|
|
Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
|
|
|
Transferability:
|
These Options may not be transferred, except 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 the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
|
|
|
Vesting:
|
100% on June 15, 2014
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Kevin Pollack
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
Board Approval Date:
|
June 12, 2014
|
|
|
Date of Grant:
|
June 15, 2014
|
|
|
Exercise Price per Share:
|
US$0.05
|
|
|
Total Number of Shares Granted:
|
15,000,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
June 14, 2024
|
|
|
Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
|
|
|
Transferability:
|
These Options may not be transferred, except 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 the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
|
|
|
Vesting:
|
100% on June 15, 2014
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Kevin Pollack
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
Board Approval Date:
|
December 31, 2012
|
|
|
Date of Grant:
|
December 31, 2012
|
|
|
Exercise Price per Share:
|
US$0.15
|
|
|
Total Number of Shares Granted:
|
3,500,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
December 30, 2017
|
|
|
Termination Period:
|
These Options may be exercised for a period of five (5) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to this Option, as set forth in the Letter. The Company will not provide further notice of such periods.
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restrictions on Exercise:
|
These Options may only be exercised between the following dates: (i) the earliest date on which the price per Share has traded at or above US$0.30 for at least three (3) trading days out of any ten (10) consecutive trading days; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of the Optionee’s right to exercise any Option that the Optionee be in full compliance with any other agreements between the Optionee and the Company, including without limitation any confidentiality agreements.
|
|
|
Vesting:
|
100% on December 31, 2012
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Geoffrey Wolf
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
Board Approval Date:
|
December 31, 2012
|
|
|
Date of Grant:
|
December 31, 2012
|
|
|
Exercise Price per Share:
|
US$0.15
|
|
|
Total Number of Warrants Granted:
|
34,500,000
|
|
|
Total Exercise Price:
|
US$0.15 per Warrant
|
|
|
Expiration Date:
|
December 30, 2017
|
|
|
Termination Period:
|
These Warrants may be exercised for a period of five (5) years from the Date of Grant.
|
Transferability:
|
These Warrants may be transferred, except as prohibited by applicable laws and regulations.
|
|
|
Vesting:
|
100% on December 31, 2012
|
|
|
Restriction on Exercise:
|
These Warrants may only be exercised between the following dates: (i) the earliest date on which the price per Share has traded at or above US$0.30 for at least three (3) trading days out of any ten (10) consecutive trading days; and (ii) the Expiration Date.
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Geoffrey Wolf
|
|
/s/ Roger Crystal
|
Warrant Holder
|
|
Roger Crystal, Chief Executive Officer
|
Board Approval Date:
|
June 12, 2014
|
|
|
Date of Grant:
|
June 15, 2014
|
|
|
Exercise Price per Share:
|
US$0.08
|
|
|
Total Number of Shares Granted:
|
5,000,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
June 14, 2024
|
|
|
Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
|
|
|
Transferability:
|
These Options may not be transferred, except 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 the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
|
|
|
Vesting:
|
100% on June 15, 2014
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Geoffrey Wolf
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
Board Approval Date:
|
June 12, 2014
|
|
|
Date of Grant:
|
June 15, 2014
|
|
|
Exercise Price per Share:
|
US$0.05
|
|
|
Total Number of Shares Granted:
|
7,500,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
June 14, 2024
|
|
|
Termination Period:
|
These Options may be exercised for a period of ten (10) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter. The Company will not provide further notice of such periods.
|
|
|
Transferability:
|
These Options may not be transferred, except 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 the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
|
|
|
Vesting:
|
100% on June 15, 2014
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Geoffrey Wolf
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
|
|
|
|
Date of Grant:
|
November 12, 2014
|
|
|
Exercise Price per Share:
|
US$0.10
|
|
|
Total Number of Shares Granted:
|
3,000,000
|
|
|
Total Exercise Price:
|
Cashless exercise
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
November 11, 2019
|
|
|
Termination Period:
|
These Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
|
|
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restriction on Exercise:
|
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
|
|
|
Vesting:
|
250,000 at the end of each calendar quarter for each of the next 12 calendar quarters.
|
ARVIND AGRAWAL
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Arvind Agrawal
|
|
/s/ Kevin Pollack
|
Optionee
|
|
Name: Kevin Pollack
Title: Chief Financial Officer
|
|
|
|
|
Date of Grant:
|
November 12, 2014
|
|
|
Exercise Price per Share:
|
US$0.15
|
|
|
Total Number of Shares Granted:
|
2,000,000
|
|
|
Total Exercise Price:
|
Cashless exercise
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
November 11, 2019
|
|
|
Termination Period:
|
These Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
|
|
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restriction on Exercise:
|
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
|
|
|
Vesting:
|
166,666 at the end of each calendar quarter for each of the next 11 calendar quarters and 166,674 at the end of the subsequent calendar quarter.
|
ARVIND AGRAWAL
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Arvind Agrawal
|
|
/s/ Kevin Pollack
|
Optionee
|
|
Name: Kevin Pollack
Title: Chief Financial Officer
|
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:
|
125,000
|
|
|
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).
|
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; Modification; Termination Without Your
Consent.
|
No amendment, modification or termination of your Options and/or Agreement shall materially impair your rights or obligations with respect to the Options and under this Stock Option Grant.
|
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
|
|
|
/s/ Arvind Agrawal
|
|
|
/s/ Dr. Roger Crystal
|
|
Arvind Agrawal
|
|
|
Dr. Roger Crystal, Chief Executive Officer
|
|
Board Approval Date:
|
January 22, 2013
|
|
|
Date of Grant:
|
January 22, 2013
|
|
|
Exercise Price per Share:
|
US$0.15
|
|
|
Total Number of Shares Granted:
|
1,750,000
|
|
|
Total Exercise Price:
|
Cashless exercise as per the Letter
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
January 22, 2018
|
|
|
Termination Period:
|
These Options may be exercised for a period of five (5) years from the Date of Grant. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to this Option, as set forth in the Letter. The Company will not provide further notice of such periods.
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restrictions on Exercise:
|
These Options may only be exercised between the following dates: (i) the earliest date on which the price per Share has traded at or above US$0.30 for at least three (3) trading days out of any ten (10) consecutive trading days; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of the Optionee’s right to exercise any Option that the Optionee be in full compliance with any other agreements between the Optionee and the Company, including without limitation any confidentiality agreements.
|
|
|
Vesting:
|
100% on January 22, 2013
|
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Brad Miles
|
|
/s/ Roger Crystal
|
Optionee
|
|
Roger Crystal, Chief Executive Officer
|
Termination Period:
|
These Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
|
Transferability:
|
These Warrants may be transferred, except as prohibited by applicable laws and regulations.
|
Restriction on Exercise:
|
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agents, and representatives confidential and complying with all applicable laws and regulations.
|
Vesting:
|
100% on the Date of Grant
|
|
|
|
|
Date of Grant:
|
March 19, 2015
|
|
|
Exercise Price per Share:
|
US$15.00
|
|
|
Total Number of Shares Granted:
|
32,000
|
|
|
Total Exercise Price:
|
Cashless exercise
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
March 18, 2020
|
|
|
Termination Period:
|
These Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
|
|
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restriction on Exercise:
|
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
|
|
|
Vesting:
|
100% on the Date of Grant.
|
Brad Miles
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Brad Miles
|
|
/s/ Kevin Pollack
|
Optionee
|
|
Name: Kevin Pollack
Title: Chief Financial Officer
|
|
|
|
|
Date of Grant:
|
March 19, 2015
|
|
|
Exercise Price per Share:
|
US$10.00
|
|
|
Total Number of Shares Granted:
|
48,000
|
|
|
Total Exercise Price:
|
Cashless exercise
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
March 18, 2020
|
|
|
Termination Period:
|
These Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
|
|
|
Transferability:
|
These Options may not be transferred, except as permitted by applicable laws and regulations.
|
|
|
Restriction on Exercise:
|
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
|
|
|
Vesting:
|
100% on the Date of Grant.
|
Brad Miles
|
|
LIGHTLAKE THERAPEUTICS INC.
|
|
|
|
/s/ Brad Miles
|
|
/s/ Kevin Pollack
|
Optionee
|
|
Name: Kevin Pollack
Title: Chief Financial Officer
|
Exercise Price per Share:
|
US$10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant.
|
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 in the event you no longer are employed by 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.
|
Vesting:
|
These Options shall vest as per the following schedule: 694 Options shall vest on each of the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth and twentieth month anniversaries of the Date of Grant. 695 Options shall vest on each of the twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth, twenty-seventh, twenty-eighth, twenty-ninth, thirtieth, thirty-first, thirty-second, thirty-third, thirty-fourth, thirty-fifth and thirty-sixth month anniversaries of the Date of Grant.
|
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 of Directors of the Company (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.
|
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.
|
Y =
|
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
|
A =
|
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
|
B =
|
the Exercise Price per Share (as adjusted to the date of such calculation)
|
Exercise Price per Share:
|
US$10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant.
|
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 in the event you no longer are employed by 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.
|
Vesting:
|
These Options shall vest as per the following schedule: 694 Options shall vest on each of the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth and twentieth month anniversaries of the Date of Grant. 695 Options shall vest on each of the twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth, twenty-seventh, twenty-eighth, twenty-ninth, thirtieth,
|
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 of Directors of the Company (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.
|
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.
|
Y =
|
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
|
A =
|
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
|
B =
|
the Exercise Price per Share (as adjusted to the date of such calculation)
|
Exercise Price per Share:
|
US$10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant.
|
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 in the event you no longer are employed by 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.
|
Vesting:
|
These Options shall vest as per the following schedule: 972 Options shall vest on each of the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth and twentieth month anniversaries of the Date of Grant. 972 Options shall vest on each of the twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth, twenty-seventh, twenty-eighth, twenty-ninth, thirtieth,
|
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 of Directors of the Company (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.
|
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.
|
Y =
|
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
|
A =
|
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
|
B =
|
the Exercise Price per Share (as adjusted to the date of such calculation)
|
Board Approval Date:
|
February 3, 2017
|
|
|
Date of Grant:
|
February 6, 2017
|
|
|
Exercise Price per Share:
|
US$9.00, 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:
|
200,000
|
|
|
Method of Exercise:
|
Cashless exercise
|
|
|
Type of Options:
|
Non-Qualified Stock Options
|
|
|
Expiration Date:
|
February 5, 2027
|
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 in the event you no longer are employed by the Company. The Company will not provide further notice of such periods.
|
|
Notwithstanding anything herein to the contrary, these Options shall expire on the day that is the earlier of: (a) ninety (90) calendar days after Employee ceases to provide Services (as defined in the Employment Agreement”) pursuant to the Employment Agreement, (b) ninety (90) calendar days after the Extended Term (as defined in the Employment Agreement), to the extent it is applicable, ends, (c) ninety (90) calendar days after the Term (as defined in the Employment Agreement) ends if there is no Extended Term (as defined in the Employment Agreement), (d) Employee becomes subject to a termination or fundamental transaction pursuant to Paragraph 7 of the Employment Agreement, or (e) ten (10) years from the date of issuance of such Options.
|
Transferability:
|
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
|
Restriction on Exercise:
|
None, except as provided herein.
|
Vesting:
|
One hundred thousand (100,000) of these Options shall vest on the eighteenth month anniversary of the issue date of the Options. Five thousand five hundred fifty-five (5,555) of these Options shall vest on each of the nineteenth, twentieth, twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth anniversaries of the Effective Date (as defined in the Employment Agreement). Five thousand five hundred fifty-six (5,556) of these Options shall vest on each of the twenty-seventh, twenty-eighth, twenty-ninth, thirtieth, thirty-first, thirty-second, thirty-third, thirty-fourth, thirty-fifth and thirty-sixth anniversaries of the Effective Date (as defined in the Employment Agreement).
|
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 of Directors of the Company (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).
|
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.
|
Where X =
|
the number of Shares of Common Stock to be issued to you
|
|
|
Y =
|
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
|
|
|
A =
|
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
|
|
|
B =
|
the Exercise Price per Share (as adjusted to the date of such calculation)
|
|
|
OPIANT PHARMACEUTICALS, INC.
|
|
|
|
/s/ Phil Skolnick
|
|
/s/ Kevin Pollack
|
|
|
Kevin Pollack, Chief Financial Officer
|
Date of Grant:
|
November 4, 2016
|
Exercise Price per Share:
|
US$10.00, 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:
|
35,000
|
Method of Exercise:
|
Cashless exercise.
|
Type of Options:
|
Non-Qualified Stock Options
|
Expiration Date:
|
November 3, 2021
|
Termination Period:
|
Except as otherwise provided below, these Options may be exercised for a period of five (5) 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: (i) the date of their vesting as per the conditions set forth below; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of your right to exercise any Option that you be in full compliance with any other agreements between you and the Company, including without limitation any confidentiality agreements.
|
Vesting:
|
So long as you remain on the Board, the options shall vest as follows: 11,667 options shall vest upon the uplisting of Company to The NASDAQ Stock Market; 11,667 options shall vest upon the cumulative funding of Company of or in excess of five million dollars
|
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.
|
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.
|
Date of Grant:
|
May 17, 2016
|
Exercise Price per Share:
|
US$10.00, 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:
|
35,000
|
Method of Exercise:
|
Cashless exercise.
|
Type of Options:
|
Non-Qualified Stock Options
|
Expiration Date:
|
May 16, 2021
|
Termination Period:
|
Except as otherwise provided below, these Options may be exercised for a period of five (5) 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: (i) the date of their vesting as per the conditions set forth below; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of your right to exercise any Option that you be in full compliance with any other agreements between you and the Company, including without limitation any confidentiality agreements.
|
Vesting:
|
So long as you remain on the Board, the options shall vest as follows: 11,667 options shall vest upon the uplisting of Company to The NASDAQ Stock Market; 11,667 options shall vest upon the cumulative funding of Company of or in excess of five million dollars
|
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.
|
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.
|
Date of Grant:
|
May 17, 2016
|
Exercise Price per Share:
|
US$10.00, 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:
|
35,000
|
Method of Exercise:
|
Cashless exercise.
|
Type of Options:
|
Non-Qualified Stock Options
|
Expiration Date:
|
May 16, 2021
|
Termination Period:
|
Except as otherwise provided below, these Options may be exercised for a period of five (5) 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: (i) the date of their vesting as per the conditions set forth below; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of your right to exercise any Option that you be in full compliance with any other agreements between you and the Company, including without limitation any confidentiality agreements.
|
Vesting:
|
So long as you remain on the Board, the options shall vest as follows: 11,667 options shall vest upon the uplisting of Company to The NASDAQ Stock Market; 11,667 options shall vest upon the cumulative funding of Company of or in excess of five million dollars
|
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:
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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.
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Adjustments:
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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.
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Exercise Price per Share:
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USS10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant
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Termination Period:
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Except as otherwise provided below. these Warrants may be exercised for a period of three (3) years from the Date of Grant. You are responsible for keeping track of these exercise periods. The Company will not provide further notice of such periods.
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Transferability:
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The Warrants are not transferable except that in the event of death the Warrants shall be transferrable to your estate.
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Restriction on Exercise:
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Your ability to exercise these Warrants is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agents and representatives confidential and complying with all applicable laws and regulations.
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Vesting:
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100% on March 13, 2017
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