Current Report Filing (8-k)
30 September 2021 - 7:16AM
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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 27, 2021
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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☐
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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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☐
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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 27, 2021, Adial Pharmaceuticals,
Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting,
the Company’s stockholders re-elected J. Kermit Anderson and James W. Newman, Jr. as Class II directors, each to serve a three-year
term expiring at the Company’s 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected and
qualified.
In addition, at the Annual Meeting, the Company’s
stockholders approved Amendment No. 3 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 August 23, 2021 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 5,500,000 TO 7,500,000”, which is incorporated herein by reference. The
description is qualified in its entirety by reference to the full text of Amendment No. 3 to the 2017 Equity Incentive Plan, a copy of
which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On September 27, 2021,
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 re-elected
as Class II directors, each to serve a three-year term expiring at the Company’s 2024 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) J. Kermit Anderson
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8,030,982
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509,794
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4,343,150
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(2) James W. Newman, Jr.
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7,993,895
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546,881
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4,343,150
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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, 2021
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, 2021, based on the votes listed below:
Votes For
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Votes Against
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Abstentions
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12,752,625
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25,901
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105,400
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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 5,500,000 to 7,500,000
The stockholders approved
the amendment (Amendment No. 3) to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized
for grant under the 2017 Equity Incentive Plan from 5,500,000 to 7,500,000 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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7,397,000
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1,001,268
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142,508
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4,343,150
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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 29, 2021
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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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