ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.
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On May 5, 2016, Ann L. MacDougall and Dr. Gabrielle Silver accepted
appointments to serve on the Board of Directors of Opiant Pharmaceuticals, Inc. (the “Company”).
Ms. MacDougall
,
age 62, has extensive global experience spanning both operating and legal roles for both private and non-profit organizations.
Since January 2014, she has served as President of Encore.org, a national organization building a movement for individuals developing
second careers in public or non-profit service. From 2007 to December 2013, Ms. MacDougall was Chief Operating Officer of Acumen,
an investment fund focused on goods and services for low-income customers. Prior to Acumen, she had a long career managing legal
matters at PriceWaterhouseCoopers, including as General Counsel in the U.S. and Deputy General Counsel based in Paris.
Ms. MacDougall
earned her B.A. at Tufts University and her J.D. at Brooklyn Law School.
Dr. Silver,
age 42
,
has extensive experience managing the growth and profitability of pharmaceuticals and diagnostics businesses
with a key focus on neurology. Since October 2015, she has served as a partner at Brunswick Group, an advisory firm specializing
in critical issues and corporate relations, where she is co-leading the firm’s global pharmaceutical and healthcare offering.
From October 2013 to October 2015, she was an executive at GE Healthcare’s Operating Room Solutions business, a new division
at GE Healthcare. From September 2010 to October 2013, she was Global Head of Neuroscience/General Medicine Strategic Marketing
at GE. In this role, she developed the disease-focused growth strategy across the diagnostics and imaging portfolio. Earlier in
her career, Dr. Silver was the director of the CNS Franchise of Eisai Ltd., UK for which she was responsible for growth and profitability
of key brands in the UK including Aricept® and Zonegran®. Prior to her tenure at Eisai, she was Therapeutic Area Director
of Neuroscience at Bristol-Myers Squibb UK.
Dr. Silver received
her Bachelor of Science from the University of Bristol and her Bachelor of Medicine and Bachelor of Surgery from the University
of London. She is also a Fellow of the Faculty of Pharmaceutical Medicine in the UK.
Family Relationships
There are no family relationships between Ms. MacDougall, Dr.
Silver, and any other employee or member of the board of directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Ms. MacDougall
and Dr. Silver reportable under Item 404(a) of Regulation S-K.
Material Plans, Contracts, or Arrangements
In connection with Ms. MacDougall and Dr. Silver’s appointment
as directors of the Company, they both signed Director’s Agreements whereby each will receive $40,000 per annum, paid in
installments after the end of each calendar quarter in which they serve, and pro-rated as appropriate. In addition, after May 16,
2016, they will each receive common stock option compensation equal to 35,000 shares of the Company’s common stock, contingent
upon the Company attaining certain milestones.
The foregoing description of the terms of Ms. McDougall’s
and Dr. Silver’s directors agreements is qualified in their entirety by reference to the provisions of the director agreements
filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, which is incorporated by reference herein.