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): December 5, 2024
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-38323 | | 82-3074668 |
| (Commission File Number) | | (IRS Employer Identification No.) |
4870 Sadler Road, Ste 300
Glen Allen, VA 23060
(Address of principal executive offices and zip code)
(804) 487-8196
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) 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)) |
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| ☐ | 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 | | Trading Symbols | | Name of each exchange on which registered |
| Common Stock | | ADIL | | The Nasdaq Stock Market LLC ((Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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.
Effective December 5, 2024 (“Effective Date”), Adial Pharmaceuticals, Inc. (the “Company”) entered into an Amended and Restated Employment Agreement (the “Amended Employment Agreement”) with Cary Claiborne, the Company’s Chief Executive Officer, to employ Mr. Claiborne in such capacity for a three-year term commencing on the Effective Date. The Amended Employment Agreement replaces and supersedes the employment agreement between Mr. Claiborne and the Company, dated December 7, 2021, as amended August 22, 2022.
Pursuant to the Amended Employment Agreement, Mr. Claiborne’s bonus target was increased to 50% of his base salary upon achievement of objectives as may be determined by the Company’s board of directors. Mr. Claiborne also received a grant of stock options to purchase 350,000 shares of the Company’s common stock under the Company’s 2017 Equity Incentive Plan, vesting monthly on a pro rata basis over 36 months.
The foregoing description of the Amended Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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: December 6, 2024 | ADIAL PHARMACEUTICALS, INC. |
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| | By: | /s/ Cary J. Claiborne |
| | Name: | Cary J. Claiborne |
| | Title: | President and Chief Executive Officer |
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