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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):
August 18, 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) |
| |
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| ☐ |
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)) |
| |
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| ☐ |
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 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 18, 2026, Adial Pharmaceuticals, Inc.
(the “Company”) received a letter (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) notifying
the Company that, based on the stockholders’ equity reported in the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2026, the Company no longer satisfies the minimum stockholders’ equity requirement of $2,500,000 for continued listing
on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). The Notice
further notes that the Company does not have a market value of listed securities of $35 million or net income from continued operations
of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the two alternative
quantitative standards for continued listing on the Nasdaq Capital Market.
The Notice has no immediate effect on the Company’s
continued listing or trading of the Company’s common stock on the Nasdaq Capital Market, subject to the Company’s compliance
with the other continued listing requirements.
Pursuant to Nasdaq Marketplace Rule 5810(c)(2)(C),
the Company has 45 calendar days (until October 2, 2026), to submit a plan to regain compliance with the Stockholders’ Equity Requirement
(a “Compliance Plan”). The Company currently anticipates that it will be able to take the necessary actions to regain compliance
with the $2.5 million Stockholder’s Equity Requirement at such time that it receives stockholder approval of the conversion of its
outstanding shares of Series A Non-Voting Convertible Preferred Stock, which approval it intends to seek at the Company’s 2026 Annual
Meeting of Stockholders (the “2026 Annual Meeting”); however, no assurances can be provided that it will satisfy such requirements
or be able to obtain the necessary approvals at its Annual Meeting. The Company intends to submit a Compliance Plan, which will discuss
the actions it intends to take to regain compliance with the Stockholders’ Equity Requirement, within the required time, monitor
its stockholders’ equity and, if appropriate, consider further available options to regain compliance with the Stockholders’
Equity Requirement, although there can be no assurance that the Compliance Plan will be accepted by Nasdaq. If the Compliance Plan is
accepted by Nasdaq, the Company can be granted an extension of up to 180 calendar days from August 18, 2026 to regain compliance with
the Rule.
In the event the Compliance Plan is not accepted
by Nasdaq, or in the event the Compliance Plan is accepted but the Company fails to regain compliance within the extension period, the
Company will have the right to a hearing before Nasdaq’s Hearing Panel (the “Panel”). The hearing request would stay
any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period
granted by the panel following the hearing. In such event, the Company expects that it would timely submit a request for a hearing and
the Company’s securities would then remain listed and eligible for trading on the Nasdaq Capital Market at least pending the ultimate
conclusion of any hearing process. There can be no assurance that the Panel would grant the Company’s request for continued listing
or that the Company would be able to regain compliance and thereafter maintain its listing on Nasdaq.
Cautionary Note Regarding Forward Looking
Statements
This Current Report on Form 8-K 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, without limitation, statements regarding Company’s intention to seek stockholder approval of
the conversion of the outstanding shares of its Series A Non-Voting Convertible Preferred Stock at its 2026 Annual Meeting of Stockholders,
its intent to submit a compliance plan, its intent or ability to regain compliance with the Stockholders’ Equity Requirement,
the outcome of any Nasdaq hearing and appeal process (if applicable), the anticipated actions by the Nasdaq Staff and the Company’s
responses and their anticipated outcome, and the ability for the Company’s securities to remain listed on Nasdaq. Any forward-looking
statements included herein reflect the Company’s current views, and they involve certain risks and uncertainties, including those
identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, subsequent Quarterly Reports on Form
10-Q, current reports on Form 8-K and other filings with the Securities and Exchange Commission. Any forward-looking statement speaks
only as of the date on which it was initially made. The Company undertakes 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.
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: August 21, 2026 |
ADIAL PHARMACEUTICALS, INC. |
| |
|
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By: |
/s/ Cary J. Claiborne |
| |
Name: |
Cary J. Claiborne |
| |
Title: |
President and Chief Executive Officer |
