UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2021, Cary J. Claiborne joined the board of directors (the “Board”) of Adial Pharmaceuticals, Inc. (the “Company”) to serve as a Class I member of the Board. The appointment expands the size of the Board to seven members. Mr. Claiborne’s term will expire at the Company’s 2022 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualified, whichever is later, or until his re-election or earlier resignation or removal.
There are no family relationships between Mr. Claiborne and any of the Company’s directors or executive officers, nor does Mr. Claiborne have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described below, there were no arrangements or understandings by which Mr. Claiborne was named as a member of the Board.
In connection with his appointment, Mr. Claiborne was awarded an option to purchase 60,000 shares of the Company’s common stock at an exercise price of $3.15 per share, vesting pro rata on a monthly basis over a thirty-six month period, and exercisable for a period of ten years from the date of grant. In accordance with the Company’s policy as currently in effect, Mr. Claiborne will receive a cash retainer for his service on the Board and for service on each committee of which he is a member.
Mr. Claiborne previously served as CFO and board member of Indivior PLC, a publicly traded specialty pharmaceutical company developing medicines to treat addiction and serious mental illnesses, from November 2014 until February 2018, when he left Indivior and focused his efforts on Prosperity Capital Management, LLC, a Private Investment and Advisory firm, which he founded in 2001 and where he is currently the CEO. Among his accomplishments, Mr. Claiborne led Indivior’s spin off from its then parent company, Reckitt Benckiser to become an independent, publicly listed company. While at Indivior, he established and oversaw corporate reporting, internal audit, tax, treasury, external audit and information technology.
Prior to joining Indivior, Mr. Claiborne served as the CFO of Sucampo Pharmaceuticals, Inc., a global biopharmaceutical company, which was later sold to Mallinckrodt. Before joining Sucampo, Mr. Claiborne served as CFO and Corporate Secretary of Osiris Therapeutics, Inc. and oversaw corporate finance during the company’s initial public offering. Other previous positions include executive officer or finance roles in a number of companies including, without limitation New Generation Biofuels, Inc. (Nasdaq: NGBF), where he served as CFO and then CEO, Constellation Energy, The Home Depot, MCI, and GE Capital, and GE, where he worked for 15 years. Cary was also a member of the board of directors of MedicAlert Foundation from 2013-2016, where he served as the Chairman of their Audit & Finance Committees.
Mr. Claiborne graduated from Rutgers University with a B.A. in Business Administration and from Villanova University with an M.B.A. and was a National Association of Corporate Directors (NACD) Governance Fellow.
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Item 8.01. Other Events.
On November 3, 2021, the Company issued a press release announcing the appointment of Mr. Claiborne as a Class I member of the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K.
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Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release issued by Adial Pharmaceuticals, Inc., dated November 3, 2021 | |
| Exhibit 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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: November 3, 2021 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ William B. Stilley, III | |
| Name: | William B. Stilley | |
| Title: | President and Chief Executive Officer | |
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