Indivior Pharmaceuticals, Inc. 8-K

What Happened

• Indivior Pharmaceuticals, Inc. (Indivior U.S.) filed an 8‑K reporting that its U.S. domestication via a Scheme of Arrangement became effective January 26, 2026. As a result, the former Indivior U.K. directors became the Indivior U.S. board, Indivior U.S. adopted a Certificate of Incorporation (filed Oct 28, 2025) and Bylaws, and Indivior U.S. adopted a Global Code of Conduct and a Code of Ethics for Senior Financial Officers effective Jan 26, 2026. The company also amended a Note Purchase Agreement (originally dated Nov 4, 2024) with an amendment effective Jan 26, 2026.

Key Details

• Indivior U.S. adopted the Indivior U.S. 2026 Omnibus Equity Incentive Plan reserving up to 17,500,000 shares (ISO limit 17,500,000) and assumed several existing equity plans (LTIP, 2024 LTIP, DBP, ESPP and U.K. savings plans).
• Board and management: Joe Ciaffoni is Chief Executive Officer; other named executive officers include Patrick Barry (Chief Commercial Officer), Ryan Preblick (CFO), Jeffrey Burris (Chief Legal Officer) and Christian Heidbreder (Chief Scientific Officer). Former Indivior U.K. directors now serve on the Indivior U.S. board (e.g., Dr. David Wheadon, Dr. Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Juliet Thompson, Mark Stejbach, Tony Kingsley).
• Director compensation and equity: new Non‑Employee Director Compensation Policy sets cash retainers (Chair $100,000; members $75,000) and annual RSU grants (typical director $250,000; Chair $400,000); initial one‑time pro rata RSU grants at lower amounts on S‑8 effectiveness.
• Corporate charter and listing: authorized capital is 700,000,000 common shares (par $0.001) and 70,000,000 preferred shares (par $0.01); common stock continues to trade on Nasdaq under ticker “INDV.” The Certificate and Bylaws include customary Delaware governance provisions (choice of forum, limits on stockholder written consents, advance notice for nominations, indemnification, and anti‑takeover features).

Why It Matters

• The filing documents the legal shift of Indivior’s corporate seat to the U.S., consolidating governance, charter and compliance under Delaware law and establishing Indivior U.S. as the reporting registrant.
• Equity-plan actions (assumption of prior plans and a new 2026 omnibus plan reserving 17.5M shares) and the director compensation policy establish how future equity awards and board pay will be granted — important for shareholders tracking potential dilution and executive incentives.
• The Note Purchase Agreement amendment is reported as the creation/continuation of a direct financial obligation; investors should monitor related debt terms through subsequent disclosures.
• Corporate charter provisions (authorized shares, forum selection, and anti‑takeover features) and continued Nasdaq listing affect investor rights and governance remedies going forward.