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Adial Pharmaceuticals (ADIL) is a clinical-stage biopharmaceutical company developing AD04 for alcohol use disorder with a precision‑medicine genetic focus. At June 30, 2025 the company held $5.9 million in cash and cash equivalents and reported a $4.19 million net loss for the six months ended June 30, 2025, leaving an accumulated deficit of $86.2 million.
Management received approximately $5.3 million of net proceeds from warrant exercises and equity issuances in May–June 2025 and completed a June 2025 best efforts offering that generated about $3.0 million net. The company states these funds are sufficient to meet current commitments into the second quarter of 2026 but explicitly notes substantial doubt about its ability to continue as a going concern and that additional capital will be required for planned Phase 3 trials.
Key operational positives disclosed include a favorable FDA response on an in‑vitro bridging strategy and an issued U.S. patent (April 15, 2025) covering AD04 administration for patients with specified genetic markers. The filing also discloses material weaknesses in internal controls and multiple warrant programs and shareholder approvals that create meaningful potential dilution.
Adial Pharmaceuticals has scheduled its 2025 Annual Meeting for August 1, 2025, with several significant proposals up for stockholder vote. Key proposals include:
- Election of two Class I directors for three-year terms
- Approval to issue up to 6.7 million shares for May 2025 warrant exercises and 19.4 million shares for June 2025 warrant exercises
- Implementation of a reverse stock split at a ratio between 1-for-2 and 1-for-25
- Increase in authorized common stock from 50 million to 100 million shares
- Expansion of 2017 Equity Incentive Plan share pool from 2 million to 5 million shares
The meeting will be held at Charlottesville, Virginia. CBIZ CPAs P.C. to be ratified as independent auditor. The record date is June 4, 2025. The proposals reflect significant corporate restructuring efforts, including potential share dilution and capital structure changes that could materially impact stockholders.
Adial Pharmaceuticals, Inc. (ADIL) – Schedule 13G filing (Event date: 17 Jun 2025)
The filing discloses the equity position of three related reporting persons—Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC—following a Securities Purchase Agreement (SPA) dated 17 Jun 2025. As of the close of business on 20 Jun 2025 they jointly held 446,282 common shares, equal to 2.8 % of ADIL’s outstanding stock (10,434,695 shares reported outstanding on 11 Jun 2025). Voting and dispositive power over these shares is shared.
The SPA provides for the issuance of up to 1,150,000 additional common shares and three tranches of warrants (collectively up to 3,091,225 shares) to Intracoastal. Each warrant contains ownership “blocker” clauses (4.99 %–9.99 %) that limit exercisability. Without the blockers—and assuming all warrants were exercisable—the reporting persons’ potential beneficial ownership could rise to 4,229,225 shares.
At present, because the blocker provisions are in force and warrant tranches 2 & 3 require shareholder approval before becoming exercisable, the group remains below the 5 % Schedule 13D threshold and files on a passive 13G basis.
Key take-aways for investors
- Current stake: 2.8 % (non-controlling, passive).
- Immediate dilution risk: 1.15 M new shares to be issued at SPA closing.
- Additional dilution risk: up to 3.09 M warrant shares dependent on blocker limits and shareholder approval.
- Ownership reduction from the initial 9.99 % cap to 2.8 % suggests limited near-term influence by the reporting group.
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