Current Report Filing (8-k)
September 02 2020 - 06:17AM
Edgar (US Regulatory)
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):
September 1, 2020
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified in
charter)
Delaware
(State or other jurisdiction of incorporation)
001-38323
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82-3074668
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(Commission File Number)
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(IRS Employer Identification No.)
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1180 Seminole Trail, Suite 495
Charlottesville,
Virginia 22901
(Address of principal executive offices and
zip code)
(434) 422-9800
(Registrant’s telephone number including
area code)
(Former Name and Former Address)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b)
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Common Stock
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ADIL
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NASDAQ
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Warrants
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ADILW
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NASDAQ
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Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.
On September 1, 2020, Adial Pharmaceuticals,
Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual
Meeting, the Company’s stockholders approved Amendment No. 2 to the Company’s 2017 Equity Incentive Plan to increase
the number of shares of common stock that the Company will have authority to grant under the plan by an additional 2,000,000 shares
of common stock. A description of the 2017 Equity Incentive Plan, as amended, is set forth in the Company’s definitive proxy
statement on Schedule 14A for the Annual Meeting, which was filed on July 21, 2020 with the Securities and Exchange Commission
(the “Definitive Proxy Statement”) in the section entitled “Proposal 3—APPROVAL OF AN AMENDMENT TO
OUR 2017 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE
PLAN FROM 3,500,000 TO 5,500,000”, which is incorporated herein by reference. The description is qualified in its entirety
by reference to the full text of Amendment No. 2 to the 2017 Equity Incentive Plan, a copy of which is included as an exhibit hereto
and attached to the Definitive Proxy Statement as Appendix A.
Item 5.07. Submission of Matters
to a Vote of Security Holders.
On September 1, 2020, at the Annual Meeting,
the Company’s stockholders voted on the following three (3) proposals and votes were cast as described below. These matters
are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, and 3
as set forth in the Definitive Proxy Statement are as follows:
Proposal 1 — Election of Directors
The following two (2) individuals were elected
as Class II directors, each to serve a three-year term expiring at the Company’s 2023 Annual Meeting of Stockholders and
until such director’s successor is duly elected and qualified with the following votes:
Name of Director
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Votes For
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Withheld
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Broker Non-Votes
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(1) Robertson H. Gilliland, MBA
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4,569,539
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192,858
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4,498,025
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(2) Tony Goodman
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4,262,392
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500,005
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4,498,025
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Proposal 2 — Ratification of the appointment
of Friedman LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020
The stockholders ratified and approved the
appointment of Friedman LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2020 based on the votes listed below:
Votes For
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Votes Against
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Abstentions
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9,162,418
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56,169
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41,835
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Proposal 3 — Approval of an amendment
to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the
plan from 3,500,000 to 5,500,000
The stockholders approved the amendment to
the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the
plan from 3,500,000 to 5,500,000 based on the votes listed below:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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4,101,709
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643,233
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17,455
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4,498,025
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Dated:
September 2, 2020
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ADIAL
PHARMACEUTICALS, INC.
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By:
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/s/
William B. Stilley, III
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Name:
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William
B. Stilley
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Title:
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President
and Chief Executive Officer
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3
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