aibioAcadia derivative settlement gets preliminary approval as securities class action stays pending
Tickers ACAD
Nine individuals are named in the derivative suit: Baker, Biggar, Soland, Brege, Davis, Garofalo, Daly, Harrigan and Srdjan (Serge) Stankovic. The class action names Acadia and unnamed officers.
Key facts
- Company
- ACADIA Pharmaceuticals Inc. (NASDAQ: ACAD)
- News type
- Legal
- Primary source
- Acadia Pharmaceuticals Form 8-K filed September 11, 2026 (SEC EDGAR)
Acadia Pharmaceuticals Inc. (Nasdaq: ACAD) disclosed in a Form 8-K filed September 11, 2026 that the U.S. District Court for the Southern District of California preliminarily approved, on August 24, 2026, the settlement of a stockholder derivative action, Kanner et al. v. Biggar et al., Case No. 3:23-cv-02293-WQH-MSB. The 8-K attaches a court-ordered notice to stockholders and the settlement stipulation. Ella Kanner filed the suit on December 15, 2023 on Acadia's behalf. Acadia is a nominal defendant.
The individual defendants are Julian C. Baker, Stephen R. Biggar, Daniel B. Soland, Laura A. Brege, Stephen R. Davis, Elizabeth A. Garofalo, James M. Daly, Edmund P. Harrigan and Srdjan (Serge) Stankovic. The stipulation refers to the estate of Srdjan (Serge) Stankovic. The derivative claims follow a securities class action, City of Birmingham Relief Retirement Systems v. Acadia Pharmaceuticals, Inc., Case No. 21-cv-0762, filed April 19, 2021. The notice says that case is still pending.
The case
The derivative complaint asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets and insider trading, plus contribution claims under Sections 10(b) and 21D and a Section 14(a) claim under the Securities Exchange Act of 1934. It rests on the same alleged conduct as the class action.
In its 10-Q filed August 5, 2026, Acadia describes the class action as alleging violations of Sections 10(b) and 20(a) of the Exchange Act. The amended complaint alleges that defendants failed to disclose that materials supporting its sNDA for pimavanserin in dementia-related psychosis had statistical and design deficiencies, and that the FDA was unlikely to approve it. The plaintiffs seek unspecified monetary damages. The 10-Q gives no class period.
A related opt-out suit, Alger Dynamic Opportunities Fund v. Acadia Pharmaceuticals, Inc., Case No. 24-cv-00451, was filed March 7, 2024. It rests on the same allegations and asserts claims under federal and state securities laws and for common law fraud and negligent misrepresentation.
Defendants
In the derivative action, the nine people above are the defendants and Acadia is the nominal defendant. In the class action, the 10-Q says the defendants are Acadia and certain then-current executive officers, but it does not name them. Acadia's 10-K filed February 25, 2021, the annual report nearest the April 2021 filing, was signed by Stephen R. Davis as chief executive officer and Elena H. Ridloff as executive vice president and chief financial officer. No filing reviewed says whether either is a class action defendant. The Alger suit names Acadia and one unnamed executive officer.
Where it stands
The derivative case was stayed in February 2024 while a board demand review committee investigated, lifted September 5, 2025 and reinstated October 17, 2025. The parties filed the stipulation July 14, 2026.
Acadia must adopt and keep governance reforms for at least four years. Defendants agreed to pay stockholders' counsel $1,500,000 in fees and expenses, subject to court approval. The stipulation says the company's insurers will pay it, not Acadia. The notice sets a settlement hearing for January 13, 2027 at 2:00 p.m. before Judge William Q. Hayes.
On the class action, the 10-Q reports that the court certified a class March 11, 2024 and discovery closed September 24, 2025. Pretrial motions were heard April 10, 2026. A mandatory settlement conference was set for August 17, 2026 and a final pretrial conference for September 2, 2026. The filings reviewed do not report what happened at either. In the Alger case, a stay was lifted July 8, 2026.
Why it matters to shareholders
Acadia says it cannot predict the outcome of these matters or estimate possible losses, and has accrued only attorneys' fees incurred to date. A 10-Q risk factor says that if Acadia is not successful in defending such claims it may have to make significant payments to stockholders and their attorneys. The notice says the derivative action is not a class action, so no fund exists from which stockholders can claim a payment.