Adial Pharmaceuticals Files 8-K for Material Agreement

TL;DR

Adial Pharma inked a big deal, filing an 8-K. Details TBD.

AI Summary

Adial Pharmaceuticals, Inc. announced on March 1, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. Specific details regarding the agreement and equity sales were not provided in this initial filing.

Why It Matters

This filing indicates Adial Pharmaceuticals has entered into a significant agreement, which could impact its business operations and financial future. Investors will be looking for more details on the nature and terms of this agreement.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered equity sales, suggesting significant corporate activity that could carry inherent risks and require further investor scrutiny.

Key Players & Entities

• Adial Pharmaceuticals, Inc. (company) — Registrant
• March 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the "common stock"), issued
• $2.82 — f common stock, at an exercise price of $2.82 per share. The transactions contemplate
• $3.5 m — gregate gross proceeds of approximately $3.5 million, before deducting placement agent
• $0.125 — he Existing Warrants and the payment of $0.125 per New Warrant (as such term is define
• $25,000 — a non-accountable expense allowance of $25,000, and (iv) $50,000 for legal fees and ot
• $50,000 — expense allowance of $25,000, and (iv) $50,000 for legal fees and other out-of-pocket
• $3 — arrants have an exercise price equal to $3.525, or 125% of the offering price per

Filing Documents

• ea0201235-8k_adialpharma.htm (8-K) — 40KB
• ea0201235ex4-1_adialpharma.htm (EX-4.1) — 105KB
• ea0201235ex4-2_adialpharma.htm (EX-4.2) — 97KB
• ea0201235ex10-1_adialpharma.htm (EX-10.1) — 47KB
• ea0201235ex99-1_adialpharma.htm (EX-99.1) — 11KB
• 0001213900-24-020440.txt ( ) — 544KB
• adil-20240301.xsd (EX-101.SCH) — 3KB
• adil-20240301_lab.xml (EX-101.LAB) — 33KB
• adil-20240301_pre.xml (EX-101.PRE) — 22KB
• ea0201235-8k_adialpharma_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On March 1, 2024, Adial Pharmaceuticals, Inc. (the "Company") entered into a warrant inducement agreement (the "Inducement Agreement") with a certain holder (the "Holder") of the Company's warrants to purchase shares of the Company's common stock, par value $0.001 per share (the "common stock"), issued in a private placement offering that closed on October 24, 2023 (the "Existing Warrants"). Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to approximately 1,150,000 shares of common stock, at an exercise price of $2.82 per share. The transactions contemplated by the Inducement Agreement closed on March 6, 2024. The Company received aggregate gross proceeds of approximately $3.5 million, before deducting placement agent fees and other expenses payable by the Company. In consideration of the Holder's immediate exercise of the Existing Warrants and the payment of $0.125 per New Warrant (as such term is defined below) in accordance with the Inducement Agreement, the Company issued unregistered Series C Warrants (the "New Warrants") to purchase 2,300,000 shares of common stock (200% of the number of shares of common stock issued upon exercise of the Existing Warrants) (the "New Warrant Shares") to the Holder of Existing Warrants. In addition, pursuant to the Inducement Agreement, and subject to certain exceptions, the Company agreed not to, until 30 days from the closing of the transactions contemplated by the Inducement Agreement, (i) enter into or effect any issuance of common stock or Common Stock Equivalents (as defined in the Inducement Agreement), or (ii) file any registration statement or any amendment or supplement to any existing registration statement, subject to certain exceptions. The issuance of the shares of common stock underlying the Existing Warrants have been registered pursuant to an existing registration

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Neither the New Warrants, the New Warrant Shares, the Placement Agent Warrants nor the shares of common stock issuable upon exercise of the Placement Agent Warrants have been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

01. Other Events

Item 8.01. Other Events. On March 1, 2024, the Company issued a press release announcing the transactions contemplated pursuant to the Inducement Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of New Warrant 4.2 Form of Placement Agent Warrant 10.1 Form of Warrant Inducement Agreement by and between Adial Pharmaceuticals, Inc. and Holder 99.1 Press release issued by Adial Pharmaceuticals, Inc. on March 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 6, 2024 ADIAL PHARMACEUTICALS, INC. By: /s/ Cary J. Claiborne Name: Cary J. Claiborne Title: President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR