Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2018, as previously announced, BioDelivery Sciences
International, Inc. (the Company) executed agreements relating to the Companys registered direct offering, issuance and sale (the Offering) of an aggregate of 5,000 shares of the Companys newly designated
Series B
Non-Voting
Convertible Preferred Stock. On May 21, 2018, the Company closed the Offering (the Closing), which yielded net proceeds of $48.92 million to the Company.
Also, as a result of and effective as of the Closing, and further to agreements entered into by the Company with Broadfin Healthcare Master
Fund, Ltd., a Cayman Islands exempted company, the lead investor in the Offering (Broadfin), as described in the Companys Current Report on Form
8-K,
dated May 17, 2018 (the May 17
8-K),
Todd C. Davis, Peter S. Greenleaf and Kevin Kotler were each appointed to the Companys board of directors (the Board). In addition, and also further to such agreements with
Broadfin, as a result of and effective as of the Closing, Thomas W. DAlonzo, Barry I. Feinberg, Samuel P. Sears, Jr. and Timothy C. Tyson have each resigned and retired from the Board.
Following such changes to the Board, the Board presently consists of seven (7) members, as follows:
Class
I Directors (serving until the 2018 Annual Meeting of Stockholders)
: Todd C. Davis (*) and Peter S. Greenleaf
(*), each identified by Broadfin.
Class
II Directors (serving until the 2019 Annual Meeting of Stockholders)
:
Mark A. Sirgo (Vice Chairman of the Board), Herm Cukier (Chief Executive Officer of the Company) and Kevin Kotler (the Director of Broadfin) (*).
Class
III Directors (serving until the 2020 Annual Meeting of Stockholders)
: Frank E. ODonnell, Jr. and W. Mark
Watson (*).
Also on May 21, 2018, the Board as reconstituted voted to: (i) appoint Peter S. Greenleaf as Chairman of the Board
of the Company and (ii) designate the committees of the Board in light of the additions and departures from the Board, as follows:
Audit Committee
: W. Mark Watson (Chairman of the Committee), Todd C. Davis and Peter S. Greenleaf.
Compensation Committee
: Todd C. Davis (Chairman of the Committee), Peter S. Greenleaf and Kevin Kotler.
Nominating and Corporate Governance Committee
: Kevin Kotler (Chairman of the Committee), W. Mark Watson and Todd C. Davis.
(*) Independent Director.