Adial Pharmaceuticals (NASDAQ: ADIL) director James Newman resigns from board

Rhea-AI Filing Summary

Adial Pharmaceuticals, Inc. reported that on January 5, 2025, board member James W. Newman, Jr. resigned from the company’s Board of Directors, effective immediately. He had been serving as a non-employee director and was also a member of both the Audit Committee and the Compensation Committee.

The company states that Mr. Newman did not report any disagreement with Adial on matters related to its operations, policies, or practices in connection with his resignation. The report is signed on behalf of Adial Pharmaceuticals by President and Chief Executive Officer Cary J. Claiborne.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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): January 5, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2025, James W. Newman, Jr., a member of the Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc. (the “Company”), notified the Company of his decision to resign, effective immediately, from his position as a member of the Board. Mr. Newman did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Newman served as a non-employee director and a member of the Audit Committee and the Compensation Committee of the Board.

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: January 6, 2026	ADIAL PHARMACEUTICALS, INC.
	By:	/s/ Cary J. Claiborne
	Name:	Cary J. Claiborne
	Title:	President and Chief Executive Officer

FAQ

What board change did Adial Pharmaceuticals (ADIL) disclose in this 8-K?

Adial Pharmaceuticals disclosed that James W. Newman, Jr. resigned from its Board of Directors, effective immediately on January 5, 2025.

Did James W. Newman, Jr. report any disagreements with Adial Pharmaceuticals (ADIL)?

No. The company states that Mr. Newman did not advise of any disagreement with Adial on its operations, policies, or practices in connection with his resignation.

What roles did James W. Newman, Jr. hold at Adial Pharmaceuticals (ADIL)?

Mr. Newman served as a non-employee director and was a member of the Board’s Audit Committee and Compensation Committee.

When was the Adial Pharmaceuticals (ADIL) 8-K regarding the director resignation signed?

The report was signed on January 6, 2026 on behalf of Adial Pharmaceuticals, Inc. by its President and Chief Executive Officer, Cary J. Claiborne.

Who signed the Adial Pharmaceuticals (ADIL) director resignation report?

The report was signed by Cary J. Claiborne, who is the President and Chief Executive Officer of Adial Pharmaceuticals, Inc.