BioDelivery Sciences International, Inc. (NASDAQ:BDSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May17, 2018, as previously announced, BioDelivery Sciences International, Inc. (the “Company”) executed agreements relating to the Company’s registered direct offering, issuance and sale (the “Offering”) of an aggregate of 5,000 shares of the Company’s newly designated SeriesB Non-Voting Convertible Preferred Stock. On May21, 2018, the Company closed the Offering (the “Closing”), which yielded net proceeds of $48.92million to the Company.

Also, as a result of and effective as of the Closing, and further to agreements entered into by the Company with Broadfin Healthcare Master Fund, Ltd., a Cayman Islands exempted company, the lead investor in the Offering (“Broadfin”), as described in the Company’s Current Report on Form 8-K, dated May17, 2018 (the “May 17 8-K”), Todd C. Davis, Peter S. Greenleaf and Kevin Kotler were each appointed to the Company’s board of directors (the “Board”). In addition, and also further to such agreements with Broadfin, as a result of and effective as of the Closing, Thomas W. D’Alonzo, Barry I. Feinberg, Samuel P. Sears, Jr. and Timothy C. Tyson have each resigned and retired from the Board.

Following such changes to the Board, the Board presently consists of seven (7)members, as follows:

ClassI Directors (serving until the 2018 Annual Meeting of Stockholders): Todd C. Davis (*) and Peter S. Greenleaf (*), each identified by Broadfin.

ClassII Directors (serving until the 2019 Annual Meeting of Stockholders): Mark A. Sirgo (Vice Chairman of the Board), Herm Cukier (Chief Executive Officer of the Company) and Kevin Kotler (the Director of Broadfin) (*).

ClassIII Directors (serving until the 2020 Annual Meeting of Stockholders): Frank E. O’Donnell, Jr. and W. Mark Watson (*).

Also on May21, 2018, the Board as reconstituted voted to: (i)appoint Peter S. Greenleaf as Chairman of the Board of the Company and (ii)designate the committees of the Board in light of the additions and departures from the Board, as follows:

Audit Committee: W. Mark Watson (Chairman of the Committee), Todd C. Davis and Peter S. Greenleaf.

Compensation Committee: Todd C. Davis (Chairman of the Committee), Peter S. Greenleaf and Kevin Kotler.

Nominating and Corporate Governance Committee: Kevin Kotler (Chairman of the Committee), W. Mark Watson and Todd C. Davis.

(*)Independent Director.

Item 5.02. Other Events.

As a result of the Closing, the amendment to the Company’s term loan agreement with CRG Servicing LLC, as administrative agent for the lenders named therein, as described in the May17 8-K, became effective.

On May22, 2018, the Company issued a press release announcing the appointment of Mr.Greenleaf as Chairman of the Board and the composition of the new Board committees. This press release is attached as Exhibit99.1 hereto and incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits.

(d)Exhibits

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K, the press releases included herein, and any statements of representatives and partners of the Company related thereto contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, without limitation, the results of the Offering and the changes to the Board effected thereby) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publiclyupdate any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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BIODELIVERY SCIENCES INTERNATIONAL INC Exhibit
EX-99.1 2 d573431dex991.htm EX-99.1 EX-99.1 Exhibit 99.1       BioDelivery Sciences Announces Closing of $50 Million Equity Financing and Appointment of Peter Greenleaf as Chairman of the Board Raleigh,…
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About BioDelivery Sciences International, Inc. (NASDAQ:BDSI)

BioDelivery Sciences International, Inc. is a specialty pharmaceutical company. The Company develops and commercializes, either on its own or in partnerships with third parties, applications of approved therapeutics to address unmet medical needs using drug delivery technologies. The Company develops pharmaceutical products aimed principally in the areas of pain management and addiction. The Company’s products utilize the BioErodible MucoAdhesive (BEMA) drug delivery technology, a small, erodible polymer film for application to the buccal mucosa (the lining inside the cheek). The Company’s United Sates Food and Drug Administration (FDA) approved product, ONSOLIS (fentanyl buccal soluble film), as well as its approved products BUNAVAIL (buprenorphine and naloxone buccal film) buccal film and BELBUCA (buprenorphine) buccal film, utilize BEMA technology.