Statement of Ownership (sc 13g)
September 14 2018 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934*
Opiant Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
683750103
(CUSIP Number)
September 5, 2018
(Date of Event Which Requires Filing of
this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
|
NAMES OF
REPORTING PERSONS
Valour Fund, LLC
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b)
☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
0
|
6
|
SHARED VOTING
POWER
160,000
(1)
|
7
|
SOLE DISPOSITIVE
POWER
0
|
8
|
SHARED DISPOSITIVE
POWER
160,000
(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000
(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.36%
(2)
|
12
|
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
(1)
|
All shares of Common Stock held by Valour Fund, LLC may be deemed to be beneficially owned by The
James Martin 21
st
Century Research Foundation, the sole member of Valour Fund, LLC.
|
|
(2)
|
Based on 2,822,665 shares of Common Stock outstanding as of August 3, 2018, as reported in the
Issuer’s Form 10-Q filed on August 9, 2018.
|
1
|
NAMES OF
REPORTING PERSONS
The James Martin 21
st
Century
Research Foundation
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b)
☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
0
|
6
|
SHARED VOTING
POWER
160,000
(1)
|
7
|
SOLE DISPOSITIVE
POWER
0
|
8
|
SHARED DISPOSITIVE
POWER
160,000
(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000
(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.36%
(2)
|
12
|
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
(1)
|
All shares of Common Stock beneficially owned by The James Martin 21
st
Century Research
Foundation (the “
Foundation
”) may be deemed to be beneficially owned by Lillian Casey Martin and Helen Forrest,
as Co-Trustees of the Foundation.
|
|
(2)
|
Based on 2,822,665 shares of Common Stock outstanding as of August 3, 2018, as reported in the
Issuer’s Form 10-Q filed on August 9, 2018.
|
1
|
NAMES OF
REPORTING PERSONS
Lillian Casey Martin
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b)
☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
0
|
6
|
SHARED VOTING
POWER
160,000
(1)
|
7
|
SOLE DISPOSITIVE
POWER
0
|
8
|
SHARED DISPOSITIVE
POWER
160,000
(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000
(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.36%
(2)
|
12
|
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
(1)
|
All shares of Common Stock beneficially owned by The James Martin 21
st
Century Research
Foundation (the “
Foundation
”) may be deemed to be beneficially owned by Lillian Casey Martin and Helen Forrest,
as Co-Trustees of the Foundation.
|
|
(2)
|
Based on 2,822,665 shares of Common Stock outstanding as of August 3, 2018, as reported in the
Issuer’s Form 10-Q filed on August 9, 2018.
|
1
|
NAMES OF
REPORTING PERSONS
Helen Forrest
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b)
☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
160,000
(1)
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
160,000
(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000
(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.36%
(2)
|
12
|
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
(1)
|
All shares of Common Stock beneficially owned by The James Martin 21
st
Century Research
Foundation (the “
Foundation
”) may be deemed to be beneficially owned by Lillian Casey Martin and Helen Forrest,
as Co-Trustees of the Foundation.
|
|
(2)
|
Based on 2,822,665 shares of Common Stock outstanding as of August 3, 2018, as reported in the
Issuer’s Form 10-Q filed on August 9, 2018.
|
Item 1.
|
(a)
|
Name of Issuer
: Opiant Pharmaceuticals, Inc. (the “
Issuer
”)
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
: 201 Santa Monica Boulevard, Suite
500, Santa Monica, CA 90401
|
Item 2.
|
(a)
|
Name of Person Filing
:
|
This Schedule 13G is being jointly
filed by Valour Fund, LLC, a Delaware limited liability company (“
Valour
”), The James Martin 21
st
Century Research Foundation, a charitable trust formed under the laws of Bermuda (the “
Foundation
”), Lillian
Casey Martin, an individual, and Helen Forrest, an individual (each, a “
Reporting Person
” and collectively,
the “
Reporting Persons
”) with respect to 160,000 shares of Common Stock of the Issuer owned directly by Valour.
The Foundation is the sole member
of Valour. Lillian Casey Martin and Helen Forrest are co-trustees of the Foundation and may be deemed to have control over Valour.
As a result of the foregoing, the Reporting Persons may be deemed to constitute a “group” under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “
Act
”) with respect to their beneficial ownership of the shares
of Common Stock reported herein. The Reporting Persons, however, expressly disclaim such status and declare that the filing of
this Schedule 13G is not and should not be deemed an admission that any Reporting Person, for purposes of Section 13(d) of the
Act or otherwise, is the beneficial owner of the shares of Common Stock held by any other Reporting Person. Each Reporting Person
disclaims beneficial ownership of any securities beneficially owned by any other Reporting Person. The Reporting Persons have entered
into a joint filing agreement, a copy of which is attached as Exhibit A hereto, relating to the joint filing of this Schedule 13G
in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
|
(b)
|
Address of Principal Business Office or, if none, Residence
:
|
Valour - 250 West 55
th
Street, New York,
New York 10019
The Foundation - Dallas Building, 7 Victoria Street,
Hamilton HM11, Bermuda
Lillian Casey Martin - Dallas Building, 7 Victoria
Street, Hamilton HM11, Bermuda
Helen Forrest - Dallas Building, 7 Victoria Street,
Hamilton HM11, Bermuda
The place of organization of
Valour and the Foundation is set forth in Item 2(a) above. Lillian Casey Martin is a citizen of the United States and Helen Forrest
is a citizen of the United Kingdom.
|
(d)
|
Title of Class of Securities: Common Stock, par value $0.001 per share.
|
|
(e)
|
CUSIP Number:
683750103
|
Item 3.
Not applicable.
Item 4. Ownership:
The information required by Items 4(a)-4(c)
is set forth in Rows 5-11 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the
Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below the Reporting Person certify
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 14, 2018
|
VALOUR FUND, LLC
|
|
|
|
|
By:
|
/s/
Thomas Richardson
|
|
|
Name: Thomas Richardson
|
|
|
Title: Manager
|
|
|
|
|
THE JAMES MARTIN 21
ST
CENTURY RESEARCH FOUNDATION
|
|
|
|
|
By:
|
/s/
Lillian Casey Martin
|
|
|
Name: Lillian Casey Martin
|
|
|
Title: Co-Trustee
|
|
|
|
|
By:
|
/s/
Helen Forrest
|
|
|
Name: Helen Forrest
|
|
|
Title: Co-Trustee
|
|
|
|
|
LILLIAN CASEY MARTIN
|
|
|
|
|
/s/ L
ILLIAN
C
ASEY
M
ARTIN
|
|
|
|
|
HELEN FORREST
|
|
|
|
/s/ H
ELEN
F
ORREST
|
Exhibit A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning others, except to the extent that it knows or has reason to believe that such information
is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF,
each of the undersigned has executed this Agreement as of the 14th day of September, 2018.
|
VALOUR FUND, LLC
|
|
|
|
|
By:
|
/s/ Thomas Richardson
|
|
|
Name: Thomas Richardson
|
|
|
Title: Manager
|
|
|
|
THE JAMES MARTIN 21
ST
CENTURY RESEARCH FOUNDATION
|
|
|
|
|
By:
|
/s/ Lillian Casey Martin
|
|
|
Name: Lillian Casey Martin
|
|
|
Title: Trustee
|
|
|
|
|
By:
|
/s/ Helen Forrest
|
|
|
Name: Helen Forrest
|
|
|
Title: Trustee
|
|
|
|
LILLIAN CASEY MARTIN
|
|
|
|
|
/s/ Lillian Casey Martin
|
|
|
|
HELEN FORREST
|
|
|
|
|
/s/ Helen Forrest
|
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