Current Report Filing (8-k)

Votes Against

Abstentions

Broker Non-Votes

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): June 12, 2019

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 Employer Identification 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))

Securities registered pursuant to section 12(b) of the Act.



Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	OPNT	Nasdaq Stock Market LLC

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 5.07. Submission of Matters to a Vote of Security Holders

Opiant Pharmaceuticals, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 12, 2019. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

1. The proposal to elect Dr. Roger Crystal and Ann MacDougall as Class II directors to serve until the 2022 annual meeting of stockholders, or until his or her successor is duly elected and qualified;

2. The proposal to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019;

3. An advisory vote on the Company’s executive compensation; and

4. An advisory vote on the frequency of the advisory vote on the Company’s executive compensation of one, two or three years.

At the close of business on April 15, 2019, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 3,985,361 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 3,186,104 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

Proposal No. 1 - Election of Directors

The following nominees were elected to serve as Class II directors for a term that will continue until the 2022 annual meeting of stockholders or until his or her successor has been duly elected and qualified. The number of votes cast for and against and the number of abstentions and broker non-votes for the nominee were as follows:



Nominees	For	Withheld	Broker Non-Votes
Dr. Roger Crystal	1,086,377	661,894	1,437,833
Ann MacDougall	1,440,757	307,514	1,437,833

Proposal No. 2 - Ratification of the appointment of MaloneBailey, LLP for the fiscal year ended December 31, 2019

The vote with respect to the approval of the ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019, was as follows:



For	Against	Abstain
2,975,814	74,652	135,638

Proposal No. 3 - Advisory Vote on Executive Compensation

The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes were as follows:

Proposal No. 4 - Advisory Vote on Frequency of the Advisory Vote on Executive Compensation

The Company's stockholders approved, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's named executive officers to be "One Year". The number of votes cast for each frequency and the number of abstentions were as follows:



One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
1,024,168	5,711	697,482	20,910	1,437,833

SIGNATURES

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.

Dated: June 13, 2019 By: /s/ David D. O’Toole

Name: David D. O’Toole

Title: Chief Financial Officer