Item 1.02 Termination of a Material Definitive Agreement.



On March 2, 2023, in connection with the Merger (as defined below), Opiant
Pharmaceuticals, Inc. ("Opiant") terminated and repaid in full all outstanding
obligations due under the Note Purchase Agreement, dated as of December 10, 2020
(as amended, the "Note Purchase Agreement") by and among the Company, Opiant
Pharmaceuticals UK Ltd., a corporation incorporated in the United Kingdom, the
other borrowers from time to time party thereto, the Lenders and Pontifax
Medison Finance GP, L.P., in its capacity as administrative agent and collateral
agent for itself and the Lenders, relating to certain term loans issued pursuant
thereto. In connection with the termination and repayment in full of all
outstanding obligations under the Note Purchase Agreement, all related liens and
security interests securing the Note Purchase Agreement were terminated and
released.

Item 2.01 Completion of Acquisition or Disposition of Assets.



As previously announced, Opiant entered into an Agreement and Plan of Merger,
dated November 13, 2022 (the "Merger Agreement") with Indivior Inc., a Delaware
corporation ("Parent") and a wholly owned subsidiary of Indivior PLC
("Indivior"), and Olive Acquisition Subsidiary, Inc., a Delaware corporation and
a wholly owned subsidiary of Parent ("Merger Sub"). As previously announced, on
March 1, 2023, at a special meeting of stockholders of Opiant, the stockholders
of Opiant approved the Merger Agreement. The Merger Agreement provides, among
other things, at the Effective Time (as defined in the Merger Agreement) and
subject to the terms and conditions set forth therein, that Merger Sub was
merged with and into the Company, with the Company surviving as a wholly owned
subsidiary of Parent (the "Merger"). Opiant common stock, par value $0.001 (the
"Opiant Common Stock"), was suspended from trading on the Nasdaq Stock Market
LLC ("Nasdaq") prior to the open of trading on March 2, 2023.

At the Effective Time, and as a result of the Merger:



•Each share of Opiant Common Stock, issued and outstanding immediately prior to
the Effective Time (other than Opiant Common Stock cancelled in accordance with
the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement))
was converted into the right to receive (i) $20.00 in cash, without interest,
less any applicable withholding taxes (the "Upfront Consideration"), and (ii)
one contingent value right ("CVR") representing four contingent cash payments
with an aggregate maximum amount payable of $8.00, without interest, if certain
milestones related to the net sales of products containing an intranasal
formulation of nalmefene are achieved, for each share of Opiant Common Stock you
own (collectively, the "Merger Consideration").

Effective as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:



•Each option to purchase Opiant Common Stock granted under any Company Equity
Plan (as defined in the Merger Agreement) or otherwise (each, a "Company
Option") was cancelled and converted into the right to receive (without
interest, and less any applicable withholding taxes) (i) with respect to each
Company Option which has a per share exercise price that is less than or equal
to the Upfront Consideration (each, an "In the Money Option"): (A) an amount in
cash equal to the product of (I) the excess, if any, of the Upfront
Consideration over the applicable per share exercise price of such cancelled In
the Money Option multiplied by (II) the number of shares of Opiant Common Stock
subject to such In the Money Option immediately prior to the Effective Time; and
(B) a CVR with respect to each share of Opiant Common Stock subject to such In
the Money Option immediately prior to the Effective Time; and (ii) with respect
to each Company Option which has a per share exercise price that is greater than
the Upfront Consideration but less than $28.00 (each, an "Out of the Money
Option"), such cash payments, if

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any, from Parent with respect to each share of Opiant Common Stock subject to
the Out of the Money Option upon any Milestone Payment Date (as defined in the
Merger Agreement), equal to the product of (A) (1) the amount by which the Per
Share Value Paid (as defined in the Merger Agreement) as of the Milestone
Payment Date exceeds the exercise price payable per share of Opiant Common Stock
under such Out of the Money Option, less (2) the amount per share of Opiant
Common Stock of all payments previously made with respect to such Out of the
Money Option pursuant to the Merger Agreement, multiplied by (B) the number of
shares of Opiant Common Stock subject to such Out of the Money Option as of
immediately prior to the Effective Time. Notwithstanding anything in the Merger
Agreement to the contrary, (A) any Company Option which has a per share exercise
price that is equal to or greater than $28.00 was cancelled at the Effective
Time without any consideration payable therefor and (B) with respect to each Out
of the Money Option, if no contingent payment becomes payable with respect to
the CVRs under the CVR Agreement (as defined in the Merger Agreement) that would
result in the Per Share Value Paid as of the applicable Milestone Payment Date
exceeding the exercise price per share of such Out of the Money Option, then no
payment shall be made under the Merger Agreement in respect of such Out of the
Money Option following the Effective Time.

•Each outstanding award of restricted stock units that corresponds to Opiant . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.



On the Closing Date (as defined in the Merger Agreement), in connection with the
consummation of the Merger, Opiant notified Nasdaq that the Merger had been
consummated and requested that the trading of its common stock on Nasdaq be
suspended and that the listing of its shares on Nasdaq be withdrawn. In
addition, Opiant requested that Nasdaq file with the SEC a notification on Form
25 to report the delisting of its shares from Nasdaq and to deregister its
shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of Opiant occurred, and Opiant became a direct, wholly owned subsidiary of Parent.

The information set forth in Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, all of the directors and officers of Opiant immediately prior to the Effective Time ceased to be directors or officers of Opiant at the Effective Time.



Also, in connection with the Merger, Dr. Phil Skolnick entered into a letter
agreement (a "Letter Agreement") with Parent, executed on February 28, 2023,
supplementing and amending his existing executive employment agreement. In
accordance with the terms of Dr. Skolnick's Letter Agreement, he was relieved of
his responsibilities as Chief Scientific Officer of Opiant upon completion of
the Merger and has agreed to provide transition services to Parent for a
transition period of three months following the completion of the Merger. During
the transition period, he will continue to be paid his current base salary and
will remain eligible to participate in Opiant's benefits plans and programs.
Upon successful completion of the transition period, his employment will be
terminated and he will be entitled to change in control severance benefits under
his executive employment agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



In connection with the completion of the Merger and pursuant to the Merger
Agreement, at the Effective Time, Opiant's certificate of incorporation and
by-laws were amended and restated in their entirety as the certificate of
incorporation in the form prescribed by the Merger Agreement and by-laws of
Merger Sub as in effect immediately prior to the Effective Time, except that
references therein to Merger Sub's name shall be replaced with references to the
Surviving Corporation's name. Copies of Opiant's amended and restated
certificate of incorporation and by-laws are filed as Exhibits 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and are incorporated by
reference herein.









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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

        Exhibit                 Description
        Number

          2.1                     Agreement and Plan of Merger, dated as of November 13, 2022, by and
                                among Opiant Pharmaceuticals, Inc., Indivior, Inc., and Olive
                                Acquisition Subsidiary, Inc. (incorporated by reference to Exhibit
                                2.1 to Opiant's Current Report on Form 8-K filed November 15,
                                2022).
          3.1                     Amended and Restated Certificate of Incorporation of Opiant
                                Pharmaceuticals, Inc.
          3.2                     Second Amended and Restated Bylaws of Opiant Pharmaceuticals,
                                Inc.
          104                   Cover Page Interactive Data File (embedded within the Inline XBRL
                                document)

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