OPIANT PHARMACEUTICALS, INC. (OTCMKTS:OPNT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On October 13, 2017, Opiant Pharmaceuticals, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor Fitzgerald”), to which the Company may offer and sell, from time to time, through Cantor Fitzgerald shares of its Common Stock, par value $0.001 per share, having an aggregate offering price of up to $25,000,000 (the “Shares”).
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of The NASDAQ Capital Market to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Cantor Fitzgerald may sell the Shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended, or any other method permitted by law, including in negotiated transactions with our prior consent. Cantor Fitzgerald’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.
The Company will pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from each sale of the Shares and has agreed to provide Cantor Fitzgerald with customary indemnification and contribution rights. The Company has also agreed to reimburse Cantor Fitzgerald for certain specified expenses. The Company is not obligated to sell any Shares under the Sales Agreement. The offering of the Shares to the Sales Agreement will terminate upon the termination of the Sales Agreement by Cantor Fitzgerald or the Company, as permitted therein.
Sales of the Shares under the Sales Agreement will be made to the registration statement on Form S-3 (File No. 333-220976) (the “Registration Statement”) and offerings for the Shares will be made only by means of the sales agreement prospectus that forms a part of the Registration Statement, following such time as the Registration Statement is declared effective by the Securities and Exchange Commission (the "SEC").
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed with the Registration Statement and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01Financial Statements and Exhibits.
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.