The information in Item 5.02 of this Current Report on Form 8-K under the subtitle “Appointment of Interim Chief Executive Officer” is hereby incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Chief Executive Officer

Effective May 11, 2020, the Board of Directors (the “Board”) of BioDelivery Sciences International, Inc. (the “Company”) appointed Jeffrey Bailey as the Company’s Interim Chief Executive Officer. Mr. Bailey joined the Company in March 2020 as a member of the Board.

to an offer letter entered into between the Company and Mr. Bailey, dated as of May 10, 2020, Mr. Bailey will serve as Interim Chief Executive Officer for a period of up to six months. As Interim Chief Executive Officer, Mr. Bailey will be paid an annual base salary of $600,000 and will be eligible for a one-time bonus of $180,000 payable when a new chief executive officer commences employment with the Company. In connection with his appointment, Mr. Bailey was granted stock options to purchase 160,000 shares of the Company’s common stock, which will vest upon the achievement of certain performance milestones, and 40,000 restricted stock units, which will vest in equal installments over a two year period beginning on May 11, 2021. Mr. Bailey will remain a member of the Board while serving as Interim Chief Executive Officer and will not receive any compensation for his service as a member of the Board during this time.

Mr. Bailey has served as Chair of the Board of Directors of Aileron Therapeutics, a biotechnology company, since March 2018. From January 2018 to April 2020, Mr. Bailey served as Chief Executive Officer and Director of IlluminOss Medical, Inc., a medical device company. Mr. Bailey has also served as a Director of Madison Vaccines, Inc., a biopharmaceutical company, since October 2017. From December 2015 to March 2017, Mr. Bailey served as Chair and Chief Executive Officer of Neurovance, Inc. From January 2013 to June 2015, Mr. Bailey served as President and Chief Executive Officer and as a Director of Lantheus Medical Imaging, Inc., a public medical diagnostic company. Mr. Bailey received a B.S. from Rutgers University.

No family relationships exist between Mr. Bailey and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Bailey and any other person to which Mr. Bailey was selected as the Interim Chief Executive Officer, nor are there any transactions to which the Company is or was a

participant in which Mr. Bailey has a material interest subject to disclosure to Item 404(a) of Regulation S-K.

Departure of Chief Executive Officer

On May 11, 2020, the Company also announced that Herm Cukier was terminated without cause as Chief Executive Officer and principal executive officer, effective as of May 9, 2020. In connection with his termination, Mr. Cukier also resigned from the Board of Directors, effective as of May 9, 2020.

Item 8.01. Other Events.

On May 11, 2020, the Company issued a press release announcing the appointment of Mr. Bailey as Interim Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K.

Item 9.01. Exhibits.

(d) Exhibits

BIODELIVERY SCIENCES INTERNATIONAL INC Exhibit
EX-99.1 2 bdsi-pressreleasefinal.htm EX-99.1 DocumentBioDelivery Sciences Appoints Jeff Bailey Interim CEO 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.