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Adial Pharmaceuticals (ADIL) ties CEO, CFO transitions to 2026 stockholder vote

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Adial Pharmaceuticals, Inc. outlines anticipated leadership and governance changes tied to its 2026 annual meeting of stockholders. As of August 10, 2026, the company anticipates that, if specified proposals receive stockholder approval at the 2026 Annual Meeting, the employment of current President and Chief Executive Officer Cary Claiborne and current Chief Financial Officer Vinay Shah will be terminated promptly after the meeting. The company expects to appoint Matthew Davidson, currently Chief Development Officer and a director, as the new President and Chief Executive Officer, and to appoint a new Chief Financial Officer. Upon termination and subject to execution of a release, Messrs. Claiborne and Shah would receive severance payments and benefits under their amended and restated employment agreements.

The company also anticipates changes to the size and composition of the Board of Directors following stockholder approval, including resignations of legacy board members and replacement with new directors, although no definitive determinations have been made. The 2026 annual meeting is scheduled for September 17, 2026, and stockholder proposals or director nominations, whether under Rule 14a-8 or otherwise, must be received by August 23, 2026 to be considered timely.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Annual Meeting date September 17, 2026 Scheduled date of the 2026 annual meeting of stockholders
Stockholder proposal deadline August 23, 2026 Deadline for stockholder proposals, including Rule 14a-8 submissions, for the 2026 Annual Meeting
Reference date for leadership plans August 10, 2026 Date as of which the company anticipates leadership changes tied to Stockholder Approval
Stockholder Approval regulatory
"effective promptly after the 2026 Annual Meeting if certain of the proposals being presented to stockholders are approved (the “Stockholder Approval”)"
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
Annual Meeting of Stockholders regulatory
"effective promptly after the Company’s 2026 Annual Meeting of Stockholders"
Rule 14a-8 regulatory
"In order for a stockholder proposal, submitted pursuant to Rule 14a-8 under the Exchange Act"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
proxy statement regulatory
"information concerning the Annual Meeting will be included in the proxy statement relating to the Annual Meeting"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
amended and restated employment agreements financial
"severance payments and benefits provided for by their amended and restated employment agreements"

FAQ

What leadership changes does Adial Pharmaceuticals (ADIL) anticipate after its 2026 Annual Meeting?
Adial Pharmaceuticals anticipates that, following stockholder approval of certain proposals, CEO Cary Claiborne and CFO Vinay Shah will have their employment terminated, and Matthew Davidson, currently Chief Development Officer and director, will be appointed as President and Chief Executive Officer.

Who is expected to become the new CEO of Adial Pharmaceuticals (ADIL)?
Adial expects Matthew Davidson, its Chief Development Officer and a board member, to be appointed President and Chief Executive Officer, effective promptly after the 2026 Annual Meeting, if the relevant proposals receive the required Stockholder Approval.

When is Adial Pharmaceuticals’ (ADIL) 2026 annual meeting of stockholders scheduled?
The 2026 annual meeting of stockholders of Adial Pharmaceuticals is scheduled for Thursday, September 17, 2026. Additional details about the meeting will be provided in the proxy statement to be filed and later made available to stockholders.

What is the deadline for Adial Pharmaceuticals (ADIL) stockholder proposals for the 2026 Annual Meeting?
To be considered timely for the 2026 Annual Meeting, stockholder proposals, whether submitted under Rule 14a-8 or otherwise, must be received by Adial Pharmaceuticals by August 23, 2026, at its corporate secretary’s address in Glen Allen, Virginia.

How will Adial Pharmaceuticals’ (ADIL) Board of Directors potentially change after the 2026 Annual Meeting?
Adial anticipates changes to the composition and size of its Board of Directors after Stockholder Approval, including resignations of legacy board members and their replacement with new directors, although no definitive board decisions on these changes have yet been made.

What severance arrangements apply to Adial Pharmaceuticals’ (ADIL) current CEO and CFO?
If their employment is terminated after the 2026 Annual Meeting and they sign a release, CEO Cary Claiborne and CFO Vinay Shah will be entitled to severance payments and benefits as provided in their amended and restated employment agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 10, 2026

 

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))
   
☐ 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.

 

As of August 10, 2026, Adial Pharmaceuticals, Inc. (the “Company”) anticipates that the employment of its current President and Chief Executive Officer, Cary Claiborne, will be terminated effective promptly after the Company’s 2026 Annual Meeting of Stockholders (“the 2026 Annual Meeting”) if certain of the proposals being presented to stockholders are approved (the “Stockholder Approval”), and that Matthew Davidson, the Company’s Chief Development Officer and a member of our Board of Directors, will be appointed as the Company’s President and Chief Executive Office. Additionally, the Company anticipates that the employment of its current Chief Financial Officer, Vinay Shah, will be terminated effective promptly after the 2026 Annual Meeting if Stockholder Approval is obtained, and that a new Chief Financial Officer will be appointed. Upon such terminations, and subject to their respective execution of a release, Messrs. Claiborne and Shah will be entitled to receive the severance payments and benefits provided for by their amended and restated employment agreements.

 

Furthermore, it is anticipated that changes to the composition and size of the Company’s Board of Directors will be made after Stockholder Approval, including the resignation of certain of the legacy Company board members upon approval receipt of Stockholder Approval and the resignation of the remainder of the legacy Company board members upon the replacement thereof with new directors with relevant experience; however, as of the date of this Current Report on Form 8-K, the Company’s Board of Directors has not made any definitive determinations with respect to such anticipated changes.

 

Item 8.01. Other Events.

 

The Board of Directors of the Company has determined to hold the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”) on Thursday, September 17, 2026. All other relevant information concerning the Annual Meeting will be included in the proxy statement relating to the Annual Meeting, which will be filed with the Securities and Exchange Commission and become available to the Company’s stockholders at a later date.

 

Because the scheduled date of the Annual Meeting is more than 30 days after the anniversary date of the Company’s 2025 annual meeting of stockholders, prior disclosed deadlines regarding the submission of stockholder proposals in connection with the Annual Meeting are no longer applicable. Pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is providing notice of certain revised deadlines for the submission of stockholder proposals in connection with the Annual Meeting. In order for a stockholder proposal, submitted pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the Annual Meeting, such proposal must be received by the Company by August 23, 2026. The Company has determined this to be a reasonable time prior to the printing and mailing of its definitive proxy statement for the Annual Meeting. In addition, in order for a stockholder proposal made other than pursuant to Rule 14a-8 to be considered timely, such proposal must also be received by the Company by August 23, 2026. Stockholders should submit proposals in writing to the Company’s Corporate Secretary at 4870 Sadler Road, Suite 300, Glen Allen, Virginia 23060, which submission must comply with all applicable requirements of Rule 14a-8 (“Rule 14a-8”) promulgated under the Securities Exchange Act. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

 

Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, must be delivered not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the anniversary of the previous year’s annual meeting. Because the scheduled date of the 2Annual Meeting is more than 30 days prior to the anniversary of the Company’s 2024 annual meeting of stockholders, in order for a stockholder to timely submit a director nomination or other proposal that the stockholder intends to present at the Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, the stockholder must deliver the director nomination or proposal to the Company no later than August 23, 2026, which is the tenth day following the date of this Current Report on Form 8-K announcing the date of the Annual Meeting. The public announcement of an adjournment or postponement of the date of the Annual Meeting will not commence a new time period (or extend any time period) for timely submitting a stockholder proposal, including pursuant to Rule 14a-8.

 

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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 13, 2026 ADIAL PHARMACEUTICALS, INC.
   
  By: /s/ Cary J. Claiborne
  Name: Cary J. Claiborne
  Title: President and Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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