--- schema_version: "secwatch.filing_event.v1" accession: "0001385508-23-000051" form_type: "8-K" ticker: null cik: "0001385508" company_name: "OPIANT PHARMACEUTICALS, INC." filed_at: "2023-03-02T23:59:59+00:00" generated_at: "2026-06-18T14:41:33.500933+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Opiant Pharmaceuticals acquired by Indivior Inc. for $20/share plus CVR; stock delisted ## Summary - Merger closed March 2, 2023; Opiant stockholders approved on March 1, 2023. - Each share converted into $20 cash plus one CVR with up to $8 additional based on nalmefene sales milestones. - Opiant common stock suspended from Nasdaq prior to open on March 2; delisting requested. - All directors and officers ceased; Dr. Phil Skolnick to provide transition services for three months. - Note purchase agreement terminated and repaid in full; related liens released. ## SEC filing metadata - accession: 0001385508-23-000051 - form_type: 8-K - cik: 0001385508 - company_name: OPIANT PHARMACEUTICALS, INC. - filed_at: 2023-03-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 5.01, 3.01, 3.03, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1385508/000138550823000051/0001385508-23-000051-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1385508/000138550823000051/opnt-20230302.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001385508-23-000051 - JSON: https://secwatch.observer/filing/0001385508-23-000051.json - Plain text: https://secwatch.observer/filing/0001385508-23-000051.txt ## Key facts - Executive change Dr. Phil Skolnick departed as Chief Scientific Officer at OPIANT PHARMACEUTICALS, INC.. - Action: relieved of responsibilities - Role: Chief Scientific Officer source text: he was relieved of his responsibilities as Chief Scientific Officer of Opiant upon completion of the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1385508/000138550823000051/0001385508-23-000051-index.htm - Governance Changes OPIANT PHARMACEUTICALS, INC.: Opiant's by-laws were amended and restated in their entirety in connection with the merger. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1385508/000138550823000051/0001385508-23-000051-index.htm - Governance Changes OPIANT PHARMACEUTICALS, INC.: Opiant's certificate of incorporation was amended and restated in its entirety in connection with the merger. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1385508/000138550823000051/0001385508-23-000051-index.htm - M&A Transactions OPIANT PHARMACEUTICALS, INC. underwent a change of control involving Indivior Inc. for $20.00 in cash, without interest, and one contingent value right representing four contingent cash payments with an aggregate maximum amount payable of $8.00 (closed 2023-03-02). - Action: change of control - Counterparty: Indivior Inc. - Consideration: $20.00 in cash, without interest, and one contingent value right representing four contingent cash payments with an aggregate maximum amount payable of $8.00 - Closing: 2023-03-02 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1385508/000138550823000051/0001385508-23-000051-index.htm - Material Agreements OPIANT PHARMACEUTICALS, INC. terminated Note Purchase Agreement with Pontifax Medison Finance GP, L.P., as administrative agent, and the lenders (effective 2023-03-02). - Action: termination - Agreement: notes offering - Counterparty: Pontifax Medison Finance GP, L.P., as administrative agent, and the lenders - Effective: 2023-03-02 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1385508/000138550823000051/0001385508-23-000051-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.