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): August 16, 2019

 

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.)

 

1001 Research Park Blvd., Suite 100

Charlottesville, Virginia 22911

(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:

 

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))
   
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   NASDAQ
         
Warrants   ADILW   NASDAQ

 

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 5.07.  Submission of Matters to a Vote of Security Holders.

 

On August 16, 2019, Adial Pharmaceuticals, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following three (3) proposals and votes were cast as described below. These matters are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Definitive Proxy Statement”), which was filed with the Securities and Exchange Commission on July 8, 2019.

  

Proposal 1 — Election of Directors

 

The following two (2) individuals were elected as Class I directors, each to serve a three-year term until the Company’s 2022 Annual Meeting of Stockholders or until their successors are elected and qualified with the following votes:

 

Name of Director   Votes For   Withheld   Broker Non-Votes 
             
(1) William B. Stilley, III    4,908,608   306,982   2,715,995
(2) Kevin Schuyler   4,931,094   284,496   2,715,995

 

Proposal 2 — Ratification of the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019

 

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, 2019 based on the votes listed below:

  

Votes For   Votes Against   Abstentions   Broker Non-Votes
7,845,763   43,588   42,234   0

 

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 1,750,000 to 3,500,000

 

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 1,750,000 to 3,500,000 based on the votes listed below:

 

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
4,005,772   1,113,054   96,763   2,715,996

 

 

 

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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:  August 20, 2019 ADIAL PHARMACEUTICALS, INC.
     
  By: /s/ William B. Stilley, III
  Name: William B. Stilley
  Title: President and Chief Executive Officer

 

 

 

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