OPIANT PHARMACEUTICALS, INC.: M&A transaction — Opiant Pharmaceuticals acquired by Indivior Inc. for $20/share plus CVR; stock delisted

he was relieved of his responsibilities as Chief Scientific Officer of Opiant upon completion of the Merger

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Opiant’s certificate of incorporation and by-laws were amended and restated in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and by-laws of Merger Sub as in effect immediately prior to the Effective Time, except that references therein to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Opiant’s certificate of incorporation and by-laws were amended and restated in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and by-laws of Merger Sub as in effect immediately prior to the Effective Time, except that references therein to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name.

At the Effective Time, and as a result of the Merger: • Each share of Opiant Common Stock, issued and outstanding immediately prior to the Effective Time (other than Opiant Common Stock cancelled in accordance with the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) $20.00 in cash, without interest, less any applicable withholding taxes (the “Upfront Consideration”), and (ii) one contingent value right (“CVR”) representing four contingent cash payments with an aggregate maximum amount payable of $8.00, without interest, if certain milestones related to the net sales of products containing an intranasal formulation of nalmefene are achieved, for each share of Opiant Common Stock you own (collectively, the “Merger Consideration”).

On March 2, 2023, in connection with the Merger (as defined below), Opiant Pharmaceuticals, Inc. (“Opiant”) terminated and repaid in full all outstanding obligations due under the Note Purchase Agreement, dated as of December 10, 2020 (as amended, the “Note Purchase Agreement”) by and among the Company, Opiant Pharmaceuticals UK Ltd., a corporation incorporated in the United Kingdom, the other borrowers from time to time party thereto, the Lenders and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and the Lenders, relating to certain term loans issued pursuant thereto.