Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  June 13, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of 
(Commission File Number

(IRS Employer Identification No.) 


201 Santa Monica Boulevard, Suite 500
Santa Monica, CA

(Address of Principal Executive Offices) 

(Zip Code)

(310) 598 5410
Registrant’s telephone number, including area code

(Former name or former address if changed since last report,)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


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

Option Grants to Directors
Effective as of June 13, 2018, the Board of Directors (the “Board”) of Opiant Pharmaceuticals, Inc. (the “Company”) unanimously approved an annual grant of 2,500 stock options (the “Annual Options”) to each independent board member, with the timing of each annual grant starting in 2019 to coincide with the date of the Company’s Annual Shareholder Meeting.
The initial grant of the 2,500 Annual Options to each independent board member was granted on June 13, 2018 to each of Ann MacDougall, Thomas T. Thomas and Dr. Gabrielle Silver. Richard Daly, who was appointed to the Board on June 12, 2018, did not receive a grant of Annual Options.

The Annual Options (i) are exercisable for the purchase of common stock of the Company at $15.56 per share, (ii) have an exercise period of ten years from the date of grant of the Annual Options, (iii) vest 100% on the one-year anniversary of the grant date, and (iv) were granted under the Company’s 2017 Long-Term Incentive Plan, which was filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on October 13, 2017.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 13, 2018        By:        /s/ David D. O’Toole    
Name: David D. O’Toole
Title:  Chief Financial Officer