OPIANT PHARMACEUTICALS, INC. (OTCMKTS:OPNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Employment Agreement
On January 11, 2018, upon recommendation from the compensation committee (the "Compensation Committee") of the board of directors (the "Board") of Opiant Pharmaceuticals, Inc. (the "Company") and approval by the Board on January 4, 2018, the Company entered into an Executive Employment Agreement (the “Crystal Agreement”) with Dr. Roger Crystal, to which Dr. Crystal will continue to serve as the Company’s President and Chief Executive Officer. The Crystal Agreement became effective January 11, 2018, and will continue until it is terminated to its terms. Dr. Crystal will receive an annual base salary of $574,000, be eligible for an annual cash bonus to be determined by the Compensation Committee, with a target of up to 50% of Dr. Crystal's base salary for each applicable fiscal year, and be eligible to participate in the Company's 2017 Long-Term Incentive Plan or other equity incentive plans as the Company may adopt. The Crystal Agreement contains restrictive covenants concerning confidentiality, non-solicitation and non-competition.
The Crystal Agreement may be terminated by Dr. Crystal or the Company at any time for any reason. In the event Dr. Crystal’s employment is terminated by the Company without Cause, or by Dr. Crystal for Good Reason (each as defined in the Crystal Agreement), Dr. Crystal will receive, provided that Dr. Crystal executes a Release (as defined in the Crystal Agreement), severance consisting of: (i) continued payments of his base salary then in effect for twelve (12) months following his date of termination, (ii) a lump-sum cash payment equal to 50% of his base salary then in effect, (iii) continued health coverage for twelve (12) months, in each case subject to the terms of the Crystal Agreement. In the event of Dr. Crystal's death or disability during the term of the Crystal Agreement, Dr. Crystal shall be entitled to any accrued amounts payable to the Crystal Agreement plus any earned but unpaid bonuses.
In the event that Dr. Crystal’s employment is terminated by the Company without Cause within two (2) years of a Change in Control (as defined in the Crystal Agreement), Dr. Crystal will receive: (i) an amount equal the sum of: (a) 150.00% of his base salary then in effect; and (b) with respect to his bonus, 150.00% of his base salary then in effect, payable in equal installments over twenty-four (24) months, (ii) continued health coverage for eighteen (18) months, and (iii) provided that Dr. Crystal signs a Release, full vesting of all stock options and other equity-based awards that have not vested, in each case subject to the terms of the Crystal Agreement.
The foregoing description of the Crystal Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Crystal Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Chief Financial Officer Employment Agreement
On January 11, 2018, upon recommendation from the Compensation Committee and approval by the Board on January 4, 2018, the Company entered into an Executive Employment Agreement (the “O’Toole Agreement”) with Mr. David O’Toole, to which Mr. O’Toole will continue to serve as the Company’s Chief Financial Officer. The O’Toole Agreement became effective January 11, 2018, and will continue until it is terminated to its terms. Mr. O’Toole will receive an annual base salary of $360,000, be eligible for an annual cash bonus to be determined by the Compensation Committee, with a target of up to 40% of Mr. O'Toole's base salary for each applicable fiscal year, and be eligible to participate in the Company's 2017 Long-Term Incentive Plan or other equity incentive plans as the Company may adopt. The O'Toole Agreement contains restrictive covenants concerning confidentiality, non-solicitation and non-competition.
The O’Toole Agreement may be terminated by Mr. O’Toole or the Company at any time for any reason. In the event Mr. O’Toole’s employment is terminated by the Company without Cause, or by Mr. O’Toole for Good Reason (each as defined in the O’Toole Agreement), Mr. O’Toole will receive, provided that Mr. O'Toole executes a Release (as defined in the O’Toole Agreement), severance consisting of: (i) continued payments of his base salary then in effect for twelve (12) months following his date of termination, (ii) a lump-sum cash payment equal to 50% of his base salary then in effect, (iii) continued health coverage for twelve (12) months, in each case subject to the terms of the O’Toole Agreement. In the event of Mr. O'Toole's death or disability during the term of the O'Toole Agreement, Mr. O'Toole shall be entitled to any accrued amounts payable to the O'Toole Agreement plus any earned but unpaid bonuses.
In the event that Mr. O’Toole’s employment is terminated by the Company without Cause within two (2) years of a Change in Control (as defined in the O’Toole Agreement), Mr. O’Toole will receive: (i) an amount equal the sum of: (a) 100.00% of his base salary then in effect; and (b) with respect to his bonus, 100.00% of his base salary then in effect, payable in equal installments over twenty-four (24) months, (ii) continued health coverage for twelve (12) months, and (iii) provided that Mr. O’Toole signs a Release, full vesting of all stock options and other equity-based awards that have not vested, in each case subject to the terms of the O’Toole Agreement.
The foregoing description of the O’Toole Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the O’Toole Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.
Chief Medical Officer Employment Agreement
On January 11, 2018, upon recommendation from the Compensation Committee and approval by the Board on January 4, 2018, the Company entered into an Executive Employment Agreement (the “Skolnick Agreement”) with Dr. Phil Skolnick, to which Dr. Skolnick will continue serve as the Company’s Chief Medical Officer. The Skolnick Agreement became effective January 11, 2018, and will continue until it is terminated to its terms. Dr. Skolnick will receive an annual base salary of $410,000, be eligible for an annual cash bonus to be determined by the Compensation Committee, with a target of up to 40% of Dr. Skolnick's base salary for each applicable fiscal year, and be eligible to participate in the Company's 2017 Long-Term Incentive Plan or other equity incentive plans as the Company may adopt. The Skolnick Agreement contains restrictive covenants concerning confidentiality, non-solicitation and non-competition.
The Skolnick Agreement may be terminated by Dr. Skolnick or the Company at any time for any reason. In the event Dr. Skolnick’s employment is terminated by the Company without Cause, or by Dr. Skolnick for Good Reason (each as defined in the Skolnick Agreement), Dr. Skolnick will receive, provided that Dr. Skolnick executes a Release (as defined in the Skolnick Agreement), severance consisting of: (i) continued payments of his base salary then in effect for twelve (12) months following his date of termination, (ii) a lump-sum cash payment equal to 50% of his base salary then in effect, (iii) continued health coverage for twelve (12) months, in each case subject to the terms of the Skolnick Agreement. In the event of Dr. Skolnick's death or disability during the term of the Skolnick Agreement, Dr. Skolnick shall be entitled to any accrued amounts payable to the SkolnickAgreement plus any earned but unpaid bonuses.
In the event that Dr. Skolnick’s employment is terminated by the Company without Cause within two (2) years of a Change in Control (as defined in the Skolnick Agreement), Dr. Skolnick will receive: (i) an amount equal the sum of: (a) 100.00% of his base salary then in effect; and (b) with respect to his bonus, 100.00% of his base salary then in effect, payable in equal installments over twenty-four (24) months, (ii) continued health coverage for twelve (12) months, and (iii) provided that Dr. Skolnick signs a Release, full vesting of all stock options and other equity-based awards that have not vested, in each case subject to the terms of the Skolnick Agreement.
The foregoing description of the Skolnick Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Skolnick Agreement, a copy of which is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.
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Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
OPIANT PHARMACEUTICALS, INC. ExhibitEX-10.1 2 rcrystalemploymentagreemen.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXECUTIVE EMPLOYMENT AGREEMENTThis EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 11th,…To view the full exhibit click here
About OPIANT PHARMACEUTICALS, INC. (OTCMKTS:OPNT)
Opiant Pharmaceuticals, Inc., formerly Lightlake Therapeutics, Inc., is a specialty pharmaceutical company. The Company develops pharmacological treatments for substance use, addictive and eating disorders. The Company has developed NARCAN (naloxone hydrochloride) Nasal Spray, a treatment to reverse opioid overdoses, which was conceived, licensed, developed and approved by the United States Food and Drug Administration (FDA). The Company’s pipeline of product candidates includes a treatment for Binge Eating Disorder (BED), a treatment for Bulimia Nervosa (BN), a treatment for Cocaine Use Disorder (CocUD) and a heroin vaccine. The Company also is focused on other treatment opportunities.
