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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2020



ACADIA Pharmaceuticals Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   000-50768   06-1376651

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


12830 El Camino Real, Suite 400

San Diego, California

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 558-2871

3611 Valley Centre Drive, Suite 300

San Diego, California 92130

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. of Form 8-K):


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





Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   ACAD   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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 5.02

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

(d) On September 29, 2020, our Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee, elected Elizabeth (Betsy) Garofalo, M.D. as a director. Dr. Garofalo will serve as a Class III director, with an initial term expiring at the Company’s 2022 Annual Meeting of Stockholders. Dr. Garofalo received our standard compensation package for an outside director, including a stock option to purchase up to 6,865 shares of our common stock and a restricted stock unit covering 3,837 shares of our common stock, each of which was granted under our 2010 Equity Incentive Plan, as amended. Information about our arrangements with our outside directors is included in our annual proxy statement, last filed on April 29, 2020, which includes the description of outside director compensation under our non-employee director compensation policy. Dr. Garofalo will not initially serve on any committees of the Board.


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.


    ACADIA Pharmaceuticals Inc.
Dated: October 1, 2020     By:  

/s/ Austin D. Kim

      Austin D. Kim
      Executive Vice President, General Counsel & Secretary