Amended Statement of Ownership (sc 13g/a)
February 11 2021 - 2:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Opiant Pharmaceuticals, Inc.
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(Name of Issuer)
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Common stock, par value $0.001 per share
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(Title of Class of Securities)
|
|
683750103
|
(CUSIP Number)
|
|
December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* 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).
CUSIP
No.
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683750103
|
|
Page 2
of 8
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1
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NAME OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
|
3
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SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE VOTING
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
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TYPE OF REPORTING PERSON
IA, PN
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|
|
|
|
|
|
CUSIP
No.
|
683750103
|
|
Page 3
of 8
|
1
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NAME OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP
No.
|
683750103
|
|
Page 4
of 8
|
1
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NAME OF REPORTING PERSONS
Altium Growth GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
CUSIP
No.
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683750103
|
|
Page 5
of 8
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Item 1(a).
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Name of Issuer:
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Opiant
Pharmaceuticals, Inc (the “Issuer”)
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|
|
|
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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233
Wilshire Blvd, Suite 280
Santa Monica, CA 90401
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Item 2(a).
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Name
of Person Filing:
This statement is jointly filed by and on behalf of each of
Altium Growth Fund, LP, Altium Capital Management, LLC, and Altium Growth GP, LLC. Altium Growth Fund, LP is the record and direct
beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may
be deemed to beneficially own securities, owned by, Altium Growth Fund, LP. Altium Growth GP, LLC is the general partner of, and
may be deemed to beneficially own securities owned by, Altium Growth Fund, LP.
Each reporting person declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d)
or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of
a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the
reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing
to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii)
a member of any group with respect to the Issuer or any securities of the Issuer.
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Item 2(b).
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Address
of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the reporting persons
is 152 West 57 Street, FL 20, New York, NY 10019
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Item 2(c).
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Citizenship:
|
|
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See
Item 4 on the cover page(s) hereto.
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Item 2(d).
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Title
of Class of Securities:
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Common stock, par value $0.001 per share (“Common Stock”)
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Item 2(e).
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CUSIP
Number: 683750103
|
|
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Item 3.
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If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
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(b)
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☐
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Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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CUSIP
No.
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683750103
|
|
Page 6
of 8
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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As of the close of business on December 31, 2020, each of the Reporting
Persons have no beneficial ownership of the Issuer’s Common Stock.
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CUSIP
No .
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683750103
|
|
Page 7
of 8
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
|
|
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
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Item 10.
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Certification.
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By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
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Dated:
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February 10, 2021
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Altium Capital Management, LP
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|
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By:
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/s/ Jacob Gottlieb
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Name:
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Jacob Gottlieb
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Title:
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CEO
|
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Altium Growth Fund, LP
|
|
|
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By: Altium Growth GP, LLC
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Its: General Partner
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Signature:
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/s/ Jacob Gottlieb
|
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Name:
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Jacob Gottlieb
|
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Title:
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Managing Member of Altium Growth GP, LLC
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Altium Growth GP, LLC
|
|
|
|
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By:
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/s/ Jacob Gottlieb
|
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Name:
|
Jacob Gottlieb
|
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Title:
|
Managing Member
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Page 8 of 8
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