[424B5] Adial Pharmaceuticals, Inc Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

Form 8-K (Item 2.02): On 31 Jul 2025 Shenandoah Telecommunications Company (NASDAQ: SHEN) furnished a press release and slide deck (Ex. 99.1) announcing its financial position as of 30 Jun 2025 and results for the three- and six-month periods then ended. The filing itself contains no revenue, earnings, margin or guidance figures; stakeholders must consult the exhibit or the Investor section of Shentel.com for quantitative details.

No other material events, transactions, leadership changes or capital actions are disclosed. Standard forward-looking-statement language is included. Because the information is “furnished” rather than “filed,” it is not subject to Section 18 liability. Exhibit 104 provides the Inline XBRL cover page tag set.

Insights

Financial Analyst

TL;DR: Routine 8-K; alerts market to Q2-25 release but withholds numbers—impact neutral until exhibit reviewed.

The company met disclosure requirements by issuing an Item 2.02 Form 8-K alongside a press release. However, without embedded metrics, investors cannot assess performance or outlook directly from this document. The market reaction will depend on data contained in Exhibit 99.1. Absence of additional items (e.g., debt financing, M&A, guidance changes) suggests no immediate strategic shift. Overall, this is an administrative notice with negligible standalone valuation impact.

Corporate Governance Expert

TL;DR: Filing is compliant, furnished not filed; limits liability and signals transparency without new obligations.

By furnishing rather than filing the press release, SHEN limits potential Section 18 liability while still satisfying Reg FD. The inclusion of forward-looking-statement safe-harbor language is standard. No emerging-growth-company or accelerated filer elections are affected. Governance risk profile is unchanged.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-276496

PROSPECTUS SUPPLEMENT
(To prospectus dated January 24, 2024) 

ADIAL PHARMACEUTICALS, INC.

This prospectus supplement amends and supplements the information in the prospectus, dated April 18, 2024 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of the Adial Pharmaceutical, Inc. (“we”, “us” or “our”) registration statement on Form S-3 (File No. 333-276496), relating to the offer and sale of up to $4,283,650 shares of our common stock, par value $0.001 per share (the “common stock”), pursuant to that certain At The Market Offering Agreement (the “HCW Sales Agreement”), entered into by us and H.C. Wainwright & Co., LLC (“Wainwright”), dated April 18, 2024, relating to the sale of our common stock from time to time through Wainwright acting as agent or principal. This prospectus supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

On July 24, 2025, the HCW Sales Agreement was terminated, effective as of July 31, 2025. In the aggregate, we sold 2,348,520 shares of our common stock through H.C. Wainwright for net proceeds of approximately $4,000,000 pursuant to the HCW Sales Agreement.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ADIL.” On July 30, 2025, the last reported sale price of our common stock on Nasdaq was $0.4741 per share.

As of the date of this prospectus supplement, the aggregate market value worldwide of our outstanding voting and non-voting common equity held by non-affiliates, as calculated pursuant to the rules of the Securities and Exchange Commission, was approximately $14,989,395, based on 21,413,422 shares of our common stock outstanding and held by non-affiliates at a per share price of $0.70, the closing price of our common stock on June 2, 2025, which is the highest closing sale price of our common stock on the Nasdaq within the prior 60 days of this prospectus supplement. As of the date of this prospectus supplement, we have not sold or offered any shares of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement of which any prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our outstanding voting and nonvoting common equity held by non-affiliates (the “public float”) in any 12-month period so long as our public float remains below $75 million.

The purpose of this prospectus supplement is to terminate our continuous offering under the Prior Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prior Prospectus, this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 31, 2025.

FAQ

What did Shenandoah Telecommunications (SHEN) file on July 31 2025?

SHEN filed a Form 8-K to furnish its Q2 2025 earnings press release and related presentation materials.

Where can investors find SHEN's Q2 2025 financial numbers?

The quantitative results are in Exhibit 99.1 and on the Investor section of Shentel.com, not in the body of the 8-K.

Does the 8-K include any forward guidance or strategic updates for SHEN?

No. The filing only references the press release; it contains no explicit guidance or strategic changes.

Is the furnished press release subject to Section 18 liability?

Because the information is "furnished" (not "filed"), it is generally not subject to Section 18 of the Exchange Act.

Which exhibit number contains the earnings press release in SHEN's 8-K?

Exhibit 99.1 contains the Second Quarter 2025 Earnings Press Release.