Opiant Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$OPNT
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): March 1, 2023
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Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced, on November 13, 2022, Opiant Pharmaceuticals, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Indivior Inc., a Delaware corporation (“Parent”), and Olive Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall survive as a wholly owned subsidiary of Parent (the “Merger”).
On March 1, 2023, the Company held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 4, 2023, and mailed to the Company’s stockholders on January 6, 2023.
As of January 4, 2023, the record date for the Special Meeting, there were 5,268,677 shares of the Company’s Common Stock issued and outstanding. At the Special Meeting, a total of 3,546,030 shares of the Company’s Common Stock were present in person or by proxy, representing 67.30% of the total number of shares outstanding and entitled to vote at the Special Meeting and a quorum for all matters before the stockholders as required by the Company’s Amended and Restated Bylaws.
The number of votes cast for and against, as well as abstention votes and broker non-votes, as applicable, with respect to each proposal presented at the Special Meeting was as follows:
Proposal No. 1 - Adoption of the Merger Agreement.
The stockholders approved the adoption of the Merger Agreement as follows:
| FOR | AGAINST | ABSTAIN | ||||||
| 3,238,824 | 304,509 | 2,697 | ||||||
Proposal No. 2 - Approval on a non-binding advisory basis of the certain compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.
The stockholders approved, on non-binding advisory basis, the certain compensation that will or may become payable to the Company’s named executive officers in connection with the Merger as follows:
| FOR | AGAINST | ABSTAIN | ||||||
| 2,846,362 | 603,221 | 96,447 | ||||||
Proposal No. 3 - Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.
The stockholders approved the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement as follows:
| FOR | AGAINST | ABSTAIN | ||||||
| 3,184,106 | 344,627 | 17,297 | ||||||
However, because Proposal No. 1 to adopt the Merger Agreement was approved, the adjournment of the Special Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not adjourned.
Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions that by their nature are to be satisfied at the closing of the Merger, as described in the Merger Agreement, the closing of the Merger is expected to take place as soon as practicable on a date no later than Monday, March 6, 2023.
SIGNATURES
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.
| OPIANT PHARMACEUTICALS, INC. | |||||||||||
| Date: March 1, 2023 | By: | /s/ David O'Toole | |||||||||
| David O’Toole | |||||||||||
| Chief Financial Officer | |||||||||||