Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are filed for potential recognition or disclosure. Based upon this review, the Company identified the following subsequent events:

Merger

On November 14, 2022, the Company announced it has that entered into a definitive merger agreement under which Indivior Inc., a subsidiary of Indivior PLC, ("Indivior") will acquire the Company for an upfront consideration of $20.00 per share, in cash (approximately $145 million in the aggregate), plus up to $8.00 per share in non-tradable contingent value rights (“CVRs”) that may become payable in the event that certain net revenue milestones are achieved by OPNT003 after its approval and US commercial launch.

Pursuant to the CVRs, Indivior would pay $2.00 per CVR if OPNT003 achieves the following net revenue thresholds during any period of four consecutive quarters prior to the seventh anniversary of the US commercial launch: (i) $225 million, (ii) $300 million, and (iii) $325 million. The remaining $2.00 per CVR would be paid if OPNT003 achieves net revenue of $250 million during any period of four consecutive quarters prior to the third anniversary of the US commercial launch. The maximum amount payable by Indivior should OPNT003 achieve all four CVRs would be approximately $67 million.

The transaction is subject to customary closing conditions, including U.S. antitrust clearance, clearance by the Committee on Foreign Investment in the United States, resolution of any investigation by the UK antitrust authority, and receipt of approval of the Company’s stockholders. Pending approvals, the Company anticipates completing the transaction in the first quarter of 2023.

The merger agreement has been unanimously approved by the board of directors of the Company.

Agreement with EBS

On November 13, 2022 the Company entered into an agreement with EBS, whereby the Company will receive a one-time cash payment from EBS of $25.0 million, which includes the 10% owned by SWK Holdings, LLC, and in exchange the Company will grant EBS a worldwide, sublicensable, irrevocable, perpetual, fully paid, exclusive license for NARCAN® Nasal Spray, and to the licensed patents and licensed know-how. The Company's rights under the License Agreement, dated as of December 15, 2014, and as amended from time to time, to receive any unpaid or future payments under the License Agreement, including royalties related to Net Sales of Products (as defined therein), including NARCAN® Nasal Spray, were terminated upon the effective date of this agreement. The November 13, 2022 agreement with EBS, including the payment, also resolves the Default Notice delivered by the Company to EBS on August 10, 2022.

Equity

In October 2022, the Company granted 4,900 restricted stock units under the 2017 Long Term Incentive Plan.