Adial Pharmaceuticals Announces a Warrant Inducement Transaction for Approximately $2.86 Million in Gross Proceeds

Rhea-AI Summary

Adial Pharmaceuticals (NASDAQ: ADIL) announced a warrant inducement agreement with an existing healthcare institutional investor to support immediate exercise of existing Series C-1 and Series E warrants at a reduced exercise price of $0.31. The exercises could purchase up to 9,215,675 shares of common stock and generate approximately $2.86 million in gross proceeds before fees and expenses.

In a private placement, the investor will receive new unregistered Series F warrants to purchase up to 13,823,512 shares at $0.31, exercisable after shareholder approval and expiring 24 months after the Approval Date. Closing is expected on or about December 1, 2025, subject to customary conditions.

Positive

• Gross proceeds of approximately $2.86 million
• Immediate exercise of Existing Warrants unlocking cash at $0.31 per share
• New Series F Warrants exercisable only after shareholder approval, aligning timing

Negative

• Immediate potential issuance of up to 9,215,675 shares from Existing Warrants
• Private placement includes Series F Warrants to purchase 13,823,512 shares, increasing potential dilution
• New Warrants expire 24 months after approval, extending dilution risk window

Key Figures

Gross proceeds $2.86 million Warrant inducement transaction before fees and expenses

Series C-1 shares 4,025,000 shares Maximum shares purchasable via existing Series C-1 Warrants

Series E shares 5,190,675 shares Maximum shares purchasable via existing Series E Warrants

Exercise price $0.31 Reduced exercise price for Existing Warrants

New warrant shares 13,823,512 shares Shares underlying new Series F Warrants

New warrant exercise price $0.31 Exercise price of Series F Warrants

Warrant term 24 months Series F Warrants expiration after Approval Date

Expected closing date December 1, 2025 Target closing for warrant inducement transaction

Market Reality Check

$0.2420 Last Close

Volume Volume 118,451 vs 20-day average 348,349, indicating subdued trading activity ahead of the news. low

Technical Shares trade below the 200-day MA of $0.48, reflecting a weak longer-term trend into this financing.

Peers on Argus 2 Up

Peers in Biotechnology showed mixed moves, with names like BCLI up 4.46% and TNFA down 9.72%, indicating company-specific rather than sector-driven dynamics around this warrant deal.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 26	Warrant inducement	Neutral	+1.0%	Warrant inducement raising about $2.86M at a reduced $0.31 exercise price.
Nov 14	Earnings update	Negative	+1.9%	Q3 2025 results with limited cash and explicit going concern language.
Oct 17	Media appearance	Neutral	-3.4%	CEO featured on The Big Biz Show to increase company visibility.
Oct 09	Precision medicine deal	Positive	+4.7%	Genomind partnership and validated cheek-swab genetic test for AD04.
Sep 16	FDA EOP2 feedback	Positive	-0.9%	FDA support for AD04 Phase 3 adaptive design in alcohol use disorder.

Pattern Detected

Recent news flow often led to modest and sometimes opposite price moves versus the apparent tone of the announcements, suggesting inconsistent trading responses to catalysts.

Recent Company History

Over the last few months, Adial has reported multiple regulatory and financing milestones. An FDA End-of-Phase 2 update and a Genomind precision-medicine partnership advanced AD04’s Phase 3 path. Q3 2025 filings highlighted cash of $4.6M and going concern risks, with prior capital raises through warrant inducements and offerings. The current $2.86M warrant inducement continues this pattern of raising funds through equity-linked structures while the stock trades well below its 52-week high.

Market Pulse Summary

This announcement details a warrant inducement that generates about $2.86 million in gross proceeds by lowering the exercise price of existing warrants to $0.31 and issuing new Series F warrants for up to 13,823,512 shares. It continues a pattern of equity-linked financing highlighted in recent filings. Investors may focus on how this affects Adial’s cash runway, potential dilution relative to current market cap, and progress toward its AD04 Phase 3 program.

Key Terms

warrant inducement financial

"today announced its entry into a warrant inducement agreement with an existing"

Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.

warrants financial

"for the immediate exercise of existing Series C-1 Warrants to purchase up to"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

private placement financial

"the investor will receive, in a private placement, new unregistered Series F"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Regulation D regulatory

"of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

GLEN ALLEN, Va., Nov. 26, 2025 (GLOBE NEWSWIRE) -- Adial Pharmaceuticals, Inc. (NASDAQ: ADIL) (“Adial” or the “Company”), a clinical-stage biopharmaceutical company focused on developing therapies for the treatment and prevention of addiction and related disorders, today announced its entry into a warrant inducement agreement with an existing healthcare-focused institutional investor of the Company for the immediate exercise of existing Series C-1 Warrants (the "Series C-1 Warrants") to purchase up to 4,025,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and Series E Warrants (the “Series E Warrants”, and together with the Series C-1 Warrants the “Existing Warrants”) to purchase up to 5,190,675 shares of Common Stock at a reduced exercise price of $0.31 for gross cash proceeds of approximately $2.86 million, before deducting financial advisor fees and other transaction expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the exclusive financial advisor in this warrant inducement transaction.

In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive, in a private placement, new unregistered Series F Warrants to purchase up to 13,823,512 shares of Common Stock (the “New Warrants”). The New Warrants will have an exercise price of $0.31, will be initially exercisable on the date that shareholder approval of the issuance of the New Warrants is obtained (the “Approval Date”), and will expire 24 months following the Approval Date. The closing of the warrant inducement transaction is expected to occur on or about December 1, 2025, subject to satisfaction of customary closing conditions.

The private placement of the New Warrants and the shares of Common Stock underlying the New Warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Adial Pharmaceuticals, Inc.

Adial is a clinical-stage biopharmaceutical company focused on the development of therapies for the treatment and prevention of addiction and related disorders. The Company’s lead investigational new drug product, AD04, is a genetically targeted, serotonin-3 receptor antagonist, therapeutic agent for the treatment of Alcohol Use Disorder (AUD) in heavy drinking patients and was recently investigated in the Company’s ONWARD™ pivotal Phase 3 clinical trial for the potential treatment of AUD in subjects with certain target genotypes identified using the Company’s proprietary companion diagnostic genetic test. ONWARD showed promising results in reducing heavy drinking in heavy drinking patients, and no overt safety or tolerability concerns. AD04 is also believed to have the potential to treat other addictive disorders such as Opioid Use Disorder, gambling, and obesity. Additional information is available at www.adial.com.

Forward-Looking Statements

This communication contains certain “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizing numerous important assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. The forward-looking statements include without limitation, statements regarding the closing of the private placement, the satisfaction of the closing conditions of the private placement, and the use of net proceeds from the private placement as well as the potential of AD04 to treat other addictive disorders such as opioid use disorder, gambling, and obesity. Any forward-looking statements included herein reflect our current views, and they involve certain risks and uncertainties, including, among others, market and other conditions, our ability to pursue our regulatory strategy, our ability to maintain our listing on The Nasdaq Capital Market (“Nasdaq”), our ability to advance ongoing partnering discussions, our ability to obtain regulatory approvals for commercialization of product candidates or to comply with ongoing regulatory requirements, our ability to develop strategic partnership opportunities and maintain collaborations, our ability to obtain or maintain the capital or grants necessary to fund our research and development activities, our ability to retain our key employees or maintain our Nasdaq listing, our ability to complete clinical trials on time and achieve desired results and benefits as expected, regulatory limitations relating to our ability to promote or commercialize our product candidates for specific indications, acceptance of our product candidates in the marketplace and the successful development, marketing or sale of our products, our ability to maintain our license agreements, the continued maintenance and growth of our patent estate and our ability to retain our key employees or maintain our Nasdaq listing. These risks should not be construed as exhaustive and should be read together with the other cautionary statement included in our Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was initially made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

Investor Contact

Crescendo Communications, LLC
David Waldman / Alexandra Schilt
Tel: 212-671-1020
Email: adil@crescendo-ir.com

FAQ

How much cash will Adial (ADIL) raise from the warrant inducement announced Nov 26, 2025?

The transaction is expected to generate approximately $2.86 million in gross proceeds before fees and expenses.

What warrants are being exercised in the ADIL transaction and at what price?

Existing Series C-1 and Series E warrants are being exercised at a reduced price of $0.31 per share.

How many shares could be issued immediately from the ADIL warrant exercises?

Immediate exercise could purchase up to 9,215,675 shares of common stock.

What are the terms of the new Series F warrants issued to the investor in the ADIL private placement?

Series F Warrants will cover up to 13,823,512 shares, exercise price $0.31, exercisable after shareholder approval, expiring 24 months after approval.

When is the closing of Adial's warrant inducement transaction expected?

The closing is expected on or about December 1, 2025, subject to customary closing conditions.

What will Adial (ADIL) use the net proceeds from the warrant inducement for?

The company intends to use net proceeds for working capital and general corporate purposes.