OPIANT PHARMACEUTICALS, INC. (OTCMKTS:OPNT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On September 25, 2018, Opiant Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”) relating to the public offering (the “Offering”) of 705,882 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $17 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 105,882 shares of Common Stock. The Offering closed on September 27, 2018. The Underwriters notified the Company of the exercise in full of their option to purchase the additional shares on September 26, 2018, which is expected to close on September 28, 2018. The net proceeds to the Company from the Offering and the expected closing of the Underwriters' option, after deducting the underwriting discount and estimated offering expenses payable by the Company, are expected to be approximately $12.7 million.
The shares of Common Stock are being offered and sold to the Company’s shelf registration statement on Form S-3 (File No. 333-220976) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 7, 2017, as supplemented by a preliminary prospectus supplement, dated September 24, 2018, and a final prospectus supplement, dated September 25, 2018, filed with the SEC to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”), as amended.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.
The Underwriting Agreement has been filed with this report to provide information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On September 25, 2018, the Company issued a press release announcing pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits.
OPIANT PHARMACEUTICALS, INC. ExhibitEX-1.1 2 cfco_opntxunderwritingxagr.htm EXHIBIT 1.1 Exhibit Exhibit 1.1OPIANT PHARMACEUTICALS,…To view the full exhibit click
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.