News & Events

by reference. Shares of Common Stock held by the holders thereof immediately prior to the First Effective Time remain outstanding and unaffected by the Merger. Immediately following the consummation of the Merger, but prior to giving effect to the Financing (as defined below) and the Azora Note Exchange (as defined below), assuming the conversion of all of the shares of Series A Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (without giving effect to any b…

Completion of Acquisition or Disposition of Assets. On June 11, 2026, the Company completed its acquisition of Azora. The information contained in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

With respect to the Securities that have already been issued and sold, such Securities were offered and sold, and with respect to such Securities that will be issued and sold, such Securities will be offered and sold, in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof. The Securities that have already been issued and sold have not been, and to the extent the securities have not yet been issued will not be, registered under the Securities…

below, is participating in the Financing and agreed to purchase Initial Closing Pre-Funded Warrants to purchase 36,378 shares of Common Stock for an aggregate purchase price of $100,000 at the Initial Closing. Lucid Capital Markets, LLC (“Lucid”) served as the Company’s exclusive placement agent in connection with the Financing pursuant to an engagement agreement (the “ Engagement Agreement ”), dated April 23, 2026 and amended on June 11, 2026, entered into between the Company and Lucid, purs…

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 7, 2026, the Compensation Committee of the Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), approved the grant of restricted stock awards (collectively, the “RSAs”) to the Company’s named executive officers, as follows: ● 37,985 RSAs to Cary Claiborne, the Company’s Chief Executive Of…

Results of Operations and Financial Condition. On March 6, 2026, Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”) issued a press release that included financial information for its fiscal year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. The information in this

Other Events. Special Meeting of Shareholders On February 26, 2026, Adial Pharmaceuticals, Inc. (the “Company”) called to order its Special Meeting of Stockholders (the “Special Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. As a result, the Company was not able to convene the Special Meeting. Under that certain warrant inducement agreement (the “Inducement Agreement”), dated November…

Regulation FD Disclosure. On March 3, 2026, Adial Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that it has entered into a collaboration framework agreement with Molteni Farmaceutici for a proposed exclusive partnership covering the commercialization of AD04 in Europe. The collaboration framework, which is subject to execution of a final definitive agreement, sets forth the strategic and financial parameters of the proposed partnership, covering clinical, regulatory,…

of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 5, 2025, James W. Newman, Jr., a member of the Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc. (the “Company”), notified the Company of his decision to resign, effective immediately, from his position as a member of the Board. Mr. Newman did not advise the Company of any disagreement with the Company on any matter relatin…

Entry into a Material Definitive Agreement. Warrant Inducement Transaction On November 25, 2025, Adial Pharmaceuticals, Inc. (the “Company”) entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder named therein (the “Holder”) of Series C-1 Common Stock Purchase Warrants to purchase up to 4,025,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), originally issued on May 5, 2025 (the “Series C-1 Warrants”) and Series…

Unregistered Sales of Equity Securities. The disclosure required by this

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 2, 2025, Adial Pharmaceuticals, Inc. (the “Company”) received a letter (the “September 2025 Nasdaq Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company is eligible for an additional 180 calendar days, or until March 2, 2026, to regain compliance with Nasdaq’s requirement to maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing R…

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 1, 2025, Adial Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 7 to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock , par value $0.001 per share (“Common Stock”) that…

Termination of a Material Definitive Agreement. On April 18, 2024, the Company entered into that certain At The Market Offering Agreement (the “HCW Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), relating to the sale of the Company’s common stock from time to time through Wainwright acting as agent or principal in an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. On July 24, 2025, the HCW Sales Agreement was terminated, effective…

Entry Into a Material Definitive Agreement On August 1, 2025, Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a sales agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent” or “A.G.P.”) providing for the sale by the Company of its shares of common stock, par value $0.001 per share (the “Common Stock”), from time to time, through the Sales Agent, with certain limitations on the amount of Common Stock that may be offered a…

Entry into a Material Definitive Agreement. On June 18, 2025 (the “ Closing Date ”), Adial Pharmaceuticals, Inc. (the “ Company ”) consummated a best efforts offering (the “ Offering ”) of (i) 5,341,200 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to an aggregate of 5,758,800 shares of Common Stock (the “ Pre-Funded Warrant Shares ”), (iii) Series D warrants (the…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 23, 2025, Adial Pharmaceuticals, Inc. (the “Company”), received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $2,126,662 as of March 31, 2025, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025, w…

Results of Operations and Financial Condition. On May 15, 2025, Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued a press release that included financial information for its quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of…

Unregistered Sales of Equity Securities. The disclosure required by this Item and included in

Entry into a Material Definitive Agreement. On May 2, 2025, Adial Pharmaceuticals, Inc. (the “Company”) entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder named therein (the “Holder”) of Series B Common Stock Purchase Warrants to purchase 1,418,440 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issued on October 24, 2023 (the “Series B Warrants”) and Series C Common Stock Purchase Warrants to purchase 2,300,000…