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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): February 23, 2026
Adial
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-38323 |
|
82-3074668 |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
4870
Sadler Road, Ste 300
Glen
Allen, VA 23060
(Address
of principal executive offices and zip code)
(804)
487-8196
(Registrant’s
telephone number including area code)
(Former
Name and Former Address)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Common
Stock |
|
ADIL |
|
The
Nasdaq Stock Market LLC
((Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
On
February 23, 2026, Adial Pharmaceuticals, Inc. (the “Company”) received a notice (the “Notification Letter”)
from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that the Staff has determined that for the last 10 consecutive business days, from February 6, 2026 through February 20,
2026, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Staff has determined
that the Company has regained compliance with Listing Rule 5550(a)(2) and has indicated that the matter is now closed.
On
February 24, 2026, the Company issued a press release announcing that the Company received the Notification Letter and regained compliance
with Nasdaq’s minimum bid price requirement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are furnished with this Current Report on Form 8-K:
Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 99.1 |
|
Press Release issued by Adial Pharmaceuticals, Inc. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
February 24, 2026 |
|
| |
ADIAL
PHARMACEUTICALS, INC. |
| |
|
| |
By: |
/s/
Cary J. Claiborne |
| |
Name: |
Cary
J. Claiborne |
| |
Title: |
President
and Chief Executive Officer |
2
Exhibit
99.1

Adial
Pharmaceuticals Regains Full Compliance with Nasdaq Listing Requirement
Company
Highlights Advanced Partnering Discussions as AD04 Advances Toward Phase 3
GLEN
ALLEN, Va., February 24, 2026 — 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 received notice from Nasdaq on February 23, 2026, that the Company has regained compliance with the
minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq determined that for the last 10 consecutive business
days, from February 6 through February 20, 2026, the closing bid price of the Company’s common stock has been at $1.00 per share or greater.
The
Company has now successfully resolved its Nasdaq compliance issue and Nasdaq has advised that the matter is now closed.
Cary
Claiborne, President and Chief Executive Officer of Adial, commented, “Regaining compliance represents an important milestone as
we advance AD04 toward the pivotal Phase 3 program. Over the past several quarters, we have refined our clinical strategy, strengthened
regulatory alignment, enhanced manufacturing readiness, and expanded our partnering efforts. We are currently engaged in advanced strategic
partnering discussions that we believe could support the next phase of AD04’s development and future commercialization in key markets.
We look forward to providing additional updates in the near term.”
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. The Company’s recent ONWARD Phase 3 clinical trial 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 advancing AD04
toward the pivotal Phase 3 program, engaging in advanced strategic partnering discussions that could support the next phase of AD04’s
development and future commercialization in key markets, providing additional updates in the near term 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 pursue our regulatory strategy,
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 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 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