Opiant Pharmaceuticals (OPNT) 8-K Results of Operations and Financial Condition

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):  February 8, 2018

OPIANT PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38193	46-4744124
(State or other jurisdiction of incorporation)	(Commission File Number	(IRS EmployerIdentification No.)

201 Santa Monica Boulevard, Suite 500 Santa Monica, CA	90401
(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 2.02     Results of Operations and Financial Condition.

On February 8, 2018, Opiant Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it will record a total of approximately $11.7 million in royalty and milestone payments for the five-month period ended December 31, 2017 related to full-year 2017 sales of NARCAN® Nasal Spray (“NARCAN”) for opioid overdose by the Company’s commercial partner, Adapt Pharma Operations Limited (“Adapt Pharma”). Going forward, the Company will receive 90% of royalty and milestone payments related to NARCAN sales directly from Adapt Pharma, with its royalty and milestone payment obligations to SWK Funding LLC (“SWK”) being correspondingly reduced to 10%, as SWK has been paid $26.25 million per the terms of that certain Purchase and Sale Agreement, dated as of December 13, 2016, by and between the Company and SWK.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description

99.1        Opiant Pharmaceuticals, Inc. Press Release, dated February 8, 2018.

SIGNATURE

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: February 8, 2018	By:	/s/ David D. O’Toole
		Name: David D. O’Toole
		Title: Chief Financial Officer