Adial Pharmaceuticals Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price Requirement

Rhea-AI Summary

Adial Pharmaceuticals (NASDAQ: ADIL) will effect a 1-for-25 reverse stock split effective Feb 5, 2026 at 11:59 p.m. ET, reducing outstanding common shares from ~27.8 million to ~1.1 million and retaining the ADIL ticker. Common stock will trade on a split-adjusted basis on Feb 6, 2026.

The split is intended to restore compliance with Nasdaq's $1.00 minimum bid price, provide a new CUSIP 00688A304, adjust outstanding equity awards and warrants proportionally, and cash out fractional shares based on the 10-day average closing price preceding effectiveness.

Positive

• Reverse split targets Nasdaq compliance with $1.00 minimum bid price
• Outstanding shares reduced ~from 27.8M to ~1.1M (1-for-25)
• Proportional adjustment of equity awards and warrants to preserve holders' ownership
• Split may broaden institutional and retail investor interest by raising bid price

Negative

• Reverse split may reduce share liquidity due to smaller public float
• Fractional-share cash-outs could create small immediate cash payments to holders
• No change to authorized shares; potential dilution remains possible from existing authorization

News Market Reaction

-1.58% 10.2x vol

6 alerts

-1.58% News Effect

-25.4% Trough in 17 hr 25 min

-$94K Valuation Impact

$6M Market Cap

10.2x Rel. Volume

On the day this news was published, ADIL declined 1.58%, reflecting a mild negative market reaction. Argus tracked a trough of -25.4% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $94K from the company's valuation, bringing the market cap to $6M at that time. Trading volume was exceptionally heavy at 10.2x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Reverse split ratio: 1-for-25 Outstanding shares pre-split: 27.8 million shares Outstanding shares post-split: 1.1 million shares +5 more

8 metrics

Reverse split ratio 1-for-25 Common stock reverse split effective February 5, 2026

Outstanding shares pre-split 27.8 million shares Approximate common shares before reverse split

Outstanding shares post-split 1.1 million shares Approximate common shares after 1-for-25 reverse split

Par value $0.001 per share Par value of common stock subject to reverse split

Nasdaq minimum bid $1.00 per share Nasdaq Capital Market minimum bid price requirement

Split-adjusted trading date February 6, 2026 Date shares begin trading on a split-adjusted basis

Effective time 11:59 p.m. Eastern, February 5, 2026 Time reverse split becomes effective

New CUSIP 00688A304 CUSIP for common stock post reverse split

Market Reality Check

Price: $3.20 Vol: Volume 144,031 is below t...

low vol

$3.20 Last Close

Volume Volume 144,031 is below the 20-day average of 309,173 (relative volume 0.47). low

Technical Price 0.2147 is trading below the 200-day MA of 0.4, near the 52-week low of 0.21 and far from the 1.3 high.

Peers on Argus

Pre-news data show ADIL trending down while momentum scans only flag peer IBO mo...

1 Up

Pre-news data show ADIL trending down while momentum scans only flag peer IBO moving up 4.36%. Other biotech peers show mixed moves (e.g., ALZN +1.4%, BCLI -6.51%, TNFA -9.72%, VYNE +3.1%, CELZ +3.48%), pointing to a stock-specific context rather than a coordinated sector trade.

Historical Context

5 past events · Latest: Jan 14 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 14	IP/patent update	Positive	-1.1%	Publication of PCT patent application for AD04, aiming for exclusivity to 2045.
Nov 26	Financing/warrants	Neutral	+1.0%	Warrant inducement and new Series F warrants raising about $2.86M gross.
Nov 14	Earnings & update	Neutral	+1.9%	Q3 2025 results, FDA EOP2 guidance on Phase 3 design, cash of $4.6M.
Oct 17	Media appearance	Neutral	-3.4%	CEO featured on The Big Biz Show reaching audiences in 175 countries.
Oct 09	Partnership/clinical	Positive	+4.7%	Genomind companion test validation with 100% concordance and NSR status.

Pattern Detected

Recent ADIL news has often produced modest price reactions, with both positive and neutral catalysts sometimes followed by small gains or even declines.

Recent Company History

Over the last several months, ADIL has reported IP and clinical advances for AD04, financing activity, and media exposure. A July 2025 patent filing and a PCT publication aimed to extend exclusivity to at least 2045. Q3 2025 results highlighted an End of Phase 2 meeting and funding into Q2 2026. Warrant inducement and Genomind partnership news added capital and precision-medicine positioning. Today’s reverse split announcement fits a pattern of capital markets actions alongside ongoing development of AD04.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-12-12

An effective S-3 dated Dec 12, 2025 registers up to 13,823,512 shares of common stock for resale upon exercise of Series F warrants. Adial would receive cash only if these warrants are exercised, and the registered amount is noted as large versus the equity base, indicating potential dilution and stock overhang if all registered shares become freely tradable.

Market Pulse Summary

This announcement details a 1-for-25 reverse stock split aimed at regaining Nasdaq’s $1.00 minimum b...

Analysis

This announcement details a 1-for-25 reverse stock split aimed at regaining Nasdaq’s $1.00 minimum bid requirement while ADIL trades near its 52-week low. The move sharply reduces outstanding shares from about 27.8M to 1.1M without changing ownership percentages, aside from fractional cash payments. In parallel, an effective S-3 registering 13,823,512 warrant shares and past filings noting dilution and going-concern risks remain important context when monitoring future capital-related actions and AD04 development milestones.

Key Terms

reverse stock split, par value, nasdaq capital market, cusip, +4 more

8 terms

reverse stock split financial

"announced that it will effect a 1-for-25 reverse stock split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

par value financial

"common stock, par value $0.001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

nasdaq capital market financial

"will continue to trade on the Nasdaq Capital Market (“Nasdaq”)"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

cusip financial

"The new CUSIP number for the Common Stock following the Reverse Split"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

fractional share financial

"Any person who would otherwise be entitled to a fractional share of Common Stock"

A fractional share is a portion of a single stock that is worth less than one full share, like owning a slice of a pizza instead of the whole pie. It lets investors buy and hold part of expensive stocks or spread small amounts of money across many companies, which helps with diversification and regular investing; dividends and price changes affect fractional shares proportionally, though some rights and trading rules can vary by provider.

minimum bid price financial

"comply with the minimum bid price requirement for maintaining the listing"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

transfer agent financial

"The Company’s transfer agent, VStock Transfer, LLC, which is also acting"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

warrants financial

"exercise or conversion of the Company’s outstanding equity awards and warrants"

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.

AI-generated analysis. Not financial advice.

Common Stock Will Begin Trading on Split-Adjusted Basis on February 6, 2026

GLEN ALLEN, Va., Feb. 03, 2026 (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 that it will effect a 1-for-25 reverse stock split (the “Reverse Split”) of its common stock, par value $0.001 per share (“Common Stock”), that will become effective on February 5, 2026 at 11:59 p.m. Eastern Time (the “Effective Time”). Adial’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ADIL” and will begin trading on a split-adjusted basis when the Nasdaq opens on February 6, 2026. The new CUSIP number for the Common Stock following the Reverse Split will be 00688A304.

The 1-for-25 Reverse Split will proportionally reduce the number of outstanding shares of Company Common Stock from approximately 27.8 million shares to approximately 1.1 million shares and the ownership percentage of each shareholder will remain unchanged other than as a result of fractional shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price. There will be no change to the total number of authorized shares of Common Stock as set forth in the Certificate of Incorporation of the Company, as amended.

Among other considerations, the Reverse Split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq, and to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq requires, among other things, that a listed company’s common stock maintain a minimum bid price of at least $1.00 per share.

“We continue to make meaningful progress across our partnering and regulatory strategies,” said Cary Claiborne, President and Chief Executive Officer of Adial Pharmaceuticals. “We believe this reverse stock split represents an important step to strengthen our capital markets profile, restore compliance with Nasdaq’s minimum bid price requirement, and create a more efficient public float that supports broader institutional and long-term investor interest. With this action behind us, we remain highly optimistic about Adial’s future and are focused on executing our strategic priorities and advancing AD04, our genetically targeted serotonin-3 receptor antagonist for the treatment of Alcohol Use Disorder. We look forward to providing updates as we move the company into its next phase of growth.”

The Company’s transfer agent, VStock Transfer, LLC, which is also acting as the paying agent for the Reverse Split, will provide instructions to stockholders regarding the process for exchanging stock certificates. Any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.

About Adial Pharmaceuticals, Inc.

Adial Pharmaceuticals is a clinical-stage biopharmaceutical company focused on the development of treatments for addictions 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. Adial is currently planning to conduct a new Phase 3 clinical trial program for the treatment of AUD in subjects with certain target genotypes identified using the Company’s proprietary diagnostic genetic test. ONWARD showed promising results in reducing drinking in heavy drinking patients, with 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 statements regarding the Reverse Split allowing us to regain compliance with Nasdaq’s minimum bid price requirement, making the bid price more attractive to a broader group of institutional and retail investors, strengthening the Company’s capital markets profile, and creating a more efficient public float that supports broader institutional and long-term investor interest; and 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, our ability to regain and maintain compliance with the Nasdaq’s minimum bid price, our ability to attract a broader group of institutional and retail investors; and our ability to pursue our regulatory strategy. 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 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.

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

FAQ

When will Adial (ADIL) reverse stock split become effective and when will shares trade adjusted?

The 1-for-25 reverse split becomes effective Feb 5, 2026 at 11:59 p.m. ET and ADIL will trade on a split-adjusted basis when Nasdaq opens on Feb 6, 2026. According to the company, the new CUSIP will be 00688A304.

How many Adial (ADIL) shares will be outstanding after the 1-for-25 reverse split?

Outstanding shares will be reduced from approximately 27.8 million to approximately 1.1 million after the 1-for-25 reverse split. According to the company, each shareholder's ownership percentage remains unchanged except for fractional share adjustments.

Why is Adial (ADIL) doing a reverse stock split on Feb 5, 2026?

Adial is implementing the reverse split to regain compliance with Nasdaq's minimum $1.00 bid price and strengthen its capital markets profile. According to the company, the action aims to make the bid price more attractive to institutional and retail investors.

What happens to fractional Adial (ADIL) shares after the reverse split?

Holders entitled to fractional shares will receive a cash payment based on the ten-day average closing price prior to the effective time. According to the company, the transfer agent will provide instructions and calculate cash-outs for fractional interests.

Will Adial (ADIL) change its authorized shares or ticker because of the reverse split?

No, the company will not change the total number of authorized shares and will continue to trade under the ticker ADIL. According to the company, only the number of outstanding shares and the CUSIP will be updated post-split.