ACADIA PHARMACEUTICALS INC false 0001070494 0001070494 2022-10-10 2022-10-10












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2022



Acadia Pharmaceuticals Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   000-50768   06-1376651

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


12830 El Camino Real, Suite 400

San Diego, California

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 558-2871


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the 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 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




Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   ACAD   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined 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 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On October 10, 2022, upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors (the “Board”) increased the size of the Board from eight to nine members, and effective October 12, 2022, appointed Adora Ndu, Pharm.D., J.D. as a director to fill the newly created vacancy. Dr. Ndu will serve as a Class I director, with an initial term expiring at our 2023 Annual Meeting of Stockholders. Dr. Ndu received our standard compensation package for an outside director, including a stock option to purchase shares of our common stock with a fair value of $150,000 and a restricted stock unit award covering shares of our common stock with a fair value of $150,000, each of which was granted under our 2010 Equity Incentive Plan, as amended. Information about our arrangements with our outside directors is included in our annual proxy statement, last filed on April 29, 2022, which includes the description of outside director compensation under our non-employee director compensation policy. Dr. Ndu will not initially serve on any committees.


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.


    Acadia Pharmaceuticals Inc.
Dated: October 13, 2022     By:  

/s/ Austin D. Kim

      Austin D. Kim
      Executive Vice President, General Counsel & Secretary