Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 4, 2016 (the “Appointment
Date”), Opiant Pharmaceuticals, Inc. (the “Company”), acting pursuant to unanimous approval of the Company’s
Board of Directors (the “Board”), appointed Thomas T. Thomas to the Board and entered into a Director Agreement (the
“Agreement”) with Mr. Thomas. On November 10, 2016, the Company issued a press release announcing the appointment of
Mr. Thomas to the Board. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
Mr. Thomas has over 25 years
of financial experience in biotechnology, packaged goods, financial services and non-profit organizations. Since 2011,
Mr. Thomas has been self-employed providing financial, investment and risk management consulting services to a variety
of technology, beverage and food and biotechnology companies. In 2009, Mr. Thomas joined the Stupski
Foundation (“Stupski”), a foundation focused on transforming the public education system, as its chief financial
officer. In 2010, Mr. Thomas was promoted to chief operating officer and served as Stupski’s interim chief executive
officer before leaving Stupski in late 2010 to pursue consulting opportunities. Prior to joining Stupski, Mr. Thomas
spent 12 years at Genentech, Inc. (“Genentech”), a biopharmaceutical company, in various financial roles,
ultimately serving as the company’s corporate treasurer from 2001 to 2006. His executive responsibilities at Genentech
included treasury operations, cash and investment management, corporate finance, global procurement, enterprise risk
management, business continuity and real estate finance and administration. From 1990 to 1994, Mr. Thomas was a manager of
financial strategy with Del Monte Foods and he began his career in 1988 at GE Capital Corporation (“GE”) as an
analyst in GE’s corporate finance group, which focused on leveraged buyouts and bankruptcy financing. Mr. Thomas
currently serves on the board of trustees of the Cancer Prevention Institute of California and has previously served on the
boards of the San Francisco Security Analysts and Hospitality House. He is also a mentor in the Ivy Exec Mentorship Network.
Mr. Thomas is a Chartered Financial Analyst and received his Master of Business Administration from the University of
Cincinnati, where he was a Graduate Fellow, and a Bachelor of Music from the University of Cincinnati’s
College-Conservatory of Music. Mr. Thomas’ qualifications to serve on the Board include his financial, investment and
management experience, including his experience with other pharmaceutical companies.
Pursuant to the Agreement, Mr. Thomas will
receive $40,000 per annum, payable in installments after the end of each calendar quarter in which he serves as director, and pro-rated
as applicable. The Board may elect to pay Mr. Thomas additional cash compensation at its sole discretion. Additionally, pursuant
to the Agreement, on November 4, 2016 the Board granted Mr. Thomas options to purchase 35,000 shares of the Company’s common
stock, par value 0.001 per share, exercisable on a cashless basis until the November 3, 2021 option termination date at an exercise
price of $10.00 per share. The Options shall vest as follows: (i) 11,667 shares vest upon the uplisting of the Company to the NASDAQ
Stock Market; (ii) 11,667 shares vest upon the cumulative funding of the Company of or in excess of $5,000,000 by institutional
investors commencing on the Appointment Date; and (iii) 11,666 shares vest upon the first submission of a New Drug Application
to the U.S. Food and Drug Administration for one of the Company’s products by either the Company or a Company licensee;
provided
,
however
, that Mr. Thomas must be acting as a director of the Company on each such vesting date for the Options to vest.
The Board may elect to grant Mr. Thomas additional option consideration in its sole discretion. The term of the Agreement commenced
on the Appointment Date and shall terminate upon Mr. Thomas ceasing to be a member of the Board. The Agreement may be terminated
by the Company for “Cause” (as defined in the Agreement) at any time upon written notice to Mr. Thomas.
There are no family relationships between
Mr. Thomas and any director or executive officer of the Company, and Mr. Thomas was not selected by the Board to serve as a director
pursuant to any arrangement or understanding with any person. Mr. Thomas has also not engaged in any transaction that would be
reportable as a related party transaction under Item 404(a) of Regulation S-K.
The foregoing summary of the material terms
of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit
10.1 and incorporated herein by reference.