ADIAL PHARMACEUTICALS, INC. Files 8-K with Material Agreement

TL;DR

ADIAL PHARMACEUTICALS, INC. filed an 8-K on Nov 25, 2025, reporting a material definitive agreement and equity sales.

AI Summary

On November 25, 2025, ADIAL PHARMACEUTICALS, INC. entered into a material definitive agreement. The filing also disclosed unregistered sales of equity securities and other events, with financial statements and exhibits included. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate activity for ADIAL PHARMACEUTICALS, INC., potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks for a pharmaceutical company.

Key Players & Entities

• ADIAL PHARMACEUTICALS, INC. (company) — Registrant
• November 25, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38323 (company_id) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"), origina
• $0.31 — n Stock, at a reduced exercise price of $0.31 per share. The transactions contemplate
• $2.86 m — gregate gross proceeds of approximately $2.86 million, before deducting financial advis
• $25,000 — covered by the Inducement Agreement and $25,000 for legal fees. Terms of the New Warra

Filing Documents

• ea0267799-8k_adial.htm (8-K) — 42KB
• ea026779901ex4-1_adial.htm (EX-4.1) — 90KB
• ea026779901ex10-1_adial.htm (EX-10.1) — 64KB
• ea026779901ex99-1_adial.htm (EX-99.1) — 11KB
• 0001213900-25-116666.txt ( ) — 421KB
• adil-20251125.xsd (EX-101.SCH) — 3KB
• adil-20251125_lab.xml (EX-101.LAB) — 33KB
• adil-20251125_pre.xml (EX-101.PRE) — 22KB
• ea0267799-8k_adial_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. 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 E Common Stock Purchase Warrants to purchase up to 5,190,675 shares of Common Stock issued on June 18, 2025 (the "Series E Warrants" and together with the Series C-1 Warrants, the "Existing Warrants"). Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase an aggregate of 9,215,675 shares of Common Stock, at a reduced exercise price of $0.31 per share. The transactions contemplated by the Inducement Agreement closed on November 28, 2025. The Company received aggregate gross proceeds of approximately $2.86 million, before deducting financial advisory fees and other expenses payable by the Company. In consideration of the Holder's immediate exercise of the Existing Warrants in accordance with the Inducement Agreement, the Company issued unregistered Series F Common Stock Purchase Warrants (the "New Warrants") to purchase up to 13,823,512 shares of Common Stock (the "New Warrant Shares"). In addition, pursuant to the Inducement Agreement, and subject to certain exceptions, the Company agreed not to, until 60 days from the date of 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, which certain exceptions include, sales of Common Srock pursuant to an "at the market offering" with A

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure required by this Item 3.02 and included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Neither the New Warrants nor the New Warrant Shares have been registered under the Securities Act. The private placement of the New Warrants and the New Warrant Shares offered to the Holder in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Neither the New Warrants nor the New Warrant Shares may 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 November 26, 2025, 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 Series F Warrant 10.1 Form of Warrant Inducement Agreement, dated November 25, 2025, by and between Adial Pharmaceuticals, Inc. and Holder 99.1 Press release issued by Adial Pharmaceuticals, Inc. on November 26, 2025 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: December 1, 2025 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