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.