Adial Pharmaceuticals Files S-1 for New Securities Offering

TL;DR

Adial Pharma just filed an S-1, looks like they're raising cash. 🚀

AI Summary

Adial Pharmaceuticals, Inc. filed an S-1 registration statement on December 20, 2024, to register an unspecified number of securities. The company, formerly known as Adial Pharmaceuticals, L.L.C., is incorporated in Delaware and headquartered in Glen Allen, VA. This filing indicates a potential offering of new shares to raise capital for its operations.

Why It Matters

This S-1 filing signals Adial Pharmaceuticals' intent to raise capital, which could fund further development of its pharmaceutical products or expansion of its business operations.

Risk Assessment

Risk Level: medium — S-1 filings often precede stock offerings, which can dilute existing shareholders or indicate the company needs funds due to operational challenges.

Key Numbers

• 333-283968 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0001513525 — Central Index Key (Unique identifier for Adial Pharmaceuticals, Inc. in SEC filings.)

Key Players & Entities

• ADIAL PHARMACEUTICALS, INC. (company) — Registrant
• Adial Pharmaceuticals, L.L.C. (company) — Former company name
• Cary Claiborne (person) — President and Chief Executive Officer
• 20241220 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Glen Allen, VA (location) — Principal executive office location

FAQ

Key Financial Figures

• $0.001 — ”) of our common stock, par value $0.001 per share (the “Common Stock&rdqu
• $5 million — wever, we may receive proceeds of up to $5 million from the sale of our Common Stock to th
• $1.13 — price on Nasdaq of our Common Stock was $1.13 per share. You should read this prospe
• $250 million — Stock held by non-affiliates) less than $250 million calculated as of the last business day
• $100 million — r (2) our annual revenues are less than $100 million for our previous fiscal year and we hav
• $700 million — ic float or a public float of less than $700 million as of the end of that fiscal year&rsquo

Filing Documents

• ea0225185-s1_adialpharma.htm (S-1) — 327KB
• ea022518501ex5-1_adial.htm (EX-5.1) — 11KB
• ea022518501ex23-1_adial.htm (EX-23.1) — 2KB
• ea022518501ex-fee_adial.htm (EX-FILING FEES) — 14KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 5KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-111171.txt ( ) — 374KB

Risk Factors

Risk Factors 8 The Alumni Capital Transaction 11

Use of Proceeds

Use of Proceeds 17 Dividend Policy 18 Selling Stockholder 19 Plan of Distribution 20 Description of Our Securities 22 Legal Matters 27 Experts 27 Where You Can Find Additional Information 27 Incorporation of Certain Information by Reference 28 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 29 We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. The Selling Stockholder may offer to sell, and seek offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Common Stock. In this prospectus, the “Company,” “we,” “us,” “our” and “Adial” refer to Adial Pharmaceuticals, Inc. i About This Prospectus You should rely only on the information we have provided or incorporated by reference into this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate onl

Forward-Looking Statements

Forward-Looking Statements This prospectus contains predictive or “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this prospectus, including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking limited to, risks and uncertainties arising from: our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern; our projected financial position and estimated cash burn rate; our estimates regarding expenses, future revenues and capital requirements; our need to raise substantial additional capital to fund our operations; the success, cost and tim

View Full Filing

View this S-1 filing on SEC EDGAR