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): January 17, 2024
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
| Delaware | | 001-38323 | | 82-3074668 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1180 Seminole Trail, Ste 495
Charlottesville, VA 22901
(Address of principal executive offices and zip code)
(434) 422-9800
(Registrant’s telephone number including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | 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 | | 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.
On January 17, 2024, Adial Pharmaceuticals, Inc. (the “Company”) entered into a Statement of Work #2 (“SOW#2”) to its Master Services Agreement, dated March 15, 2023 (the “Services Agreement”), with The Keswick Group, LLC, of which Tony Goodman, a director of the Company, is the founder and principal, pursuant to which Mr. Goodman has agreed to serve in the capacity as Chief Operating Officer of the Corporation at a compensation of $25,000 per month and devote no less than 75% of his business time to performing this role. The foregoing description of SOW#2 and the Services Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the provisions of such SOW#2 and Services Agreement which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On January 18, 2024, the Company issued a press release announcing the appointment of Mr. Goodman as Chief Operating Officer of the Corporation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information presented in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company, under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description |
10.1 | | Master Services Agreement between Adial Pharmaceuticals, Inc. and The Keswick Group, LLC, dated March 15, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on March 21, 2023 (File No. 001-38323) |
| 10.2 | | Statement of Work #2, dated January 17, 2024, to Master Services Agreement between Adial Pharmaceuticals, Inc. and The Keswick Group, LLC, dated March 15, 2023 |
| 99.1 | | Press Release issued by Adial Pharmaceuticals, Inc. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 18, 2024 | ADIAL PHARMACEUTICALS, INC. |
| | |
| | By: | /s/ Cary J. Claiborne |
| | Name: | Cary J. Claiborne |
| | Title: | President and Chief Executive Officer |
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