Adial Pharmaceuticals grants 307,814-share option

Adial Pharmaceuticals, Inc. (ADIL) reported granting a stock option as a material inducement for a new employee to join the company.

Rhea-AI Filing Summary

Adial Pharmaceuticals, Inc. (ADIL) reported granting a stock option as a material inducement for a new employee to join the company. On August 19, 2026, the company granted an option to purchase 307,814 shares of common stock at an exercise price of $5.76 per share, the closing price on the grant date. The option has a ten-year term and will vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to continued service. The grant was made outside the company’s equity incentive plans under the employment inducement exception in Nasdaq Listing Rule 5635(c)(4) and relies on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D. The option and underlying shares may not be sold in the United States without registration or an applicable exemption.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Inducement option shares: 307,814 shares Exercise price: $5.76 per share Option term: 10 years +2 more

5 metrics

Inducement option shares 307,814 shares Option to purchase common stock granted August 19, 2026

Exercise price $5.76 per share Closing price of ADIL common stock on August 19, 2026

Option term 10 years Ten-year term for the inducement option

Initial vesting portion 25% Vests on the first anniversary of the grant date

Grant date August 19, 2026 Effective date of the inducement option grant

Key Terms

employment inducement exception, Nasdaq Listing Rule 5635(c)(4), Section 4(a)(2) of the Securities Act, Regulation D

4 terms

employment inducement exception regulatory

"in reliance on the employment inducement exception to shareholder approval"

A stock-exchange listing rule that lets a company give equity awards to newly hired executives or employees as a recruitment incentive without prior shareholder approval. Think of it like a hiring bonus paid in stock options or restricted shares that sits outside the company’s existing, shareholder-approved equity plan; exchanges cap the size and require public disclosure. It matters to investors because these grants can dilute existing holdings and reveal how a company is using stock to attract talent.

Nasdaq Listing Rule 5635(c)(4) regulatory

"exception to shareholder approval provided under Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

Section 4(a)(2) of the Securities Act regulatory

"in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation D regulatory

"and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did ADIL grant on August 19, 2026?

Adial Pharmaceuticals (ADIL) granted a stock option to purchase 307,814 shares of common stock to a new employee as a material inducement to employment, with a ten-year term and vesting over four years, subject to continued service.

What is the exercise price of the new ADIL stock option grant?

The exercise price of the Adial Pharmaceuticals (ADIL) inducement stock option is $5.76 per share, which equals the closing price of the company’s common stock on August 19, 2026, the effective date of grant.

How does the ADIL inducement option vest over time?

The Adial (ADIL) inducement option vests over four years: 25% vests on the first anniversary of the grant date, and the remaining 75% vests in equal monthly installments thereafter, conditioned on the employee’s continued service through each vesting date.

Was the ADIL inducement grant made under an existing equity plan?

No. Adial (ADIL) states the stock option inducement grant was made outside its equity incentive plans, relying on the employment inducement exception to shareholder approval under Nasdaq Listing Rule 5635(c)(4).

Is the ADIL inducement option registered under the Securities Act?

No. Adial (ADIL) indicates the option and underlying shares have not been registered under the Securities Act and were issued in reliance on Section 4(a)(2) and Regulation D. They cannot be sold in the U.S. without registration or an applicable exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 19, 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 3.02 Unregistered Sales of Equity Securities.

On August 19, 2026, Adial Pharmaceuticals, Inc. (the “Company”) granted an option to purchase 307,814 shares of Company common stock to an individual as a material inducement to such person becoming an employee of the Company. The option award has an exercise price of $5.76 per share, the closing price of the Company’s common stock on August 19, 2026, the effective date of grant, and has a ten-year term. The option award will vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to the recipient’s continued service through each applicable vesting date. The option award agreement utilized for the grant is in substantially the same form as that form of stock option inducement award grant notice and agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026, which is incorporated by reference herein.

The above grant was approved by the Company’s Compensation Committee and was made as an inducement material to the employee entering into employment with the Company. The grant was made outside of the Company’s equity incentive plans and in reliance on the employment inducement exception to shareholder approval provided under Nasdaq Listing Rule 5635(c)(4), which requires public announcement of inducement awards.

The above grant has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the option was issued to the recipient in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Neither the option nor the shares of Company common stock issuable upon exercise thereof may be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

1

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 25, 2026	ADIAL PHARMACEUTICALS, INC.
	By:	/s/ Cary J. Claiborne
	Name:	Cary J. Claiborne
	Title:	President and Chief Executive Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB