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Adial (NASDAQ: ADIL) awards RSAs and stock options to board members

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Adial Pharmaceuticals, Inc. reported that its Compensation Committee approved new equity compensation for leadership. On April 7, 2026, the committee granted restricted stock awards to the company’s named executive officers and additional awards to certain directors.

Directors Kevin Schuyler and Robertson H. Gilliland each received 9,185 restricted stock awards, and director Kermit Anderson received options to purchase 9,185 shares of common stock at an exercise price of $1.64 per share. These awards vest in full on the earlier of one year from the grant date or a Change of Control as defined in Adial’s 2017 Equity Incentive Plan. The Board also approved a standard Restricted Stock Award Agreement form to govern such grants under that plan.

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director RSAs 9,185 restricted stock awards Granted to each of Kevin Schuyler and Robertson H. Gilliland on April 7, 2026
Director options 9,185 options Options to purchase common stock granted to director Kermit Anderson
Option exercise price $1.64 per share Exercise price for options granted to Kermit Anderson
Vesting term 1 year Awards vest on the one-year anniversary of the grant date unless earlier Change of Control
restricted stock awards financial
"approved the grant of restricted stock awards (collectively, the “RSAs”) to the Company’s named executive officers"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
Change of Control financial
"vest in full on the earlier of (i) the one-year anniversary of the grant date and (ii) upon the occurrence of a Change of Control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
2017 Equity Incentive Plan financial
"Change of Control (as defined in the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”))"
Restricted Stock Award Agreement financial
"the Board approved a form of Restricted Stock Award Agreement to be used for the grant of restricted stock awards"
A restricted stock award agreement is a legal contract that grants someone company shares that are subject to limits — for example, they may only become fully owned after working at the company for a set time, meeting performance goals, or otherwise satisfying conditions. For investors, these agreements matter because they shape insider incentives, future share dilution when restrictions lift, and company compensation costs; think of it like a gift locked in a box that opens only after certain conditions are met.

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FAQ

What executive and director equity awards did ADIL approve on April 7, 2026?
Adial’s Compensation Committee approved restricted stock awards for named executive officers and additional equity for directors. Two directors received 9,185 restricted stock awards each, and one director received options on 9,185 shares, aligning leadership compensation with company performance.

How many restricted stock awards did ADIL directors receive in this grant?
Directors Kevin Schuyler and Robertson H. Gilliland each received 9,185 restricted stock awards. These grants are part of their compensation for board service and are structured to vest over time or upon a corporate Change of Control event defined in the company’s equity plan.

What stock options did ADIL grant to director Kermit Anderson?
Adial granted Kermit Anderson options to purchase 9,185 shares of common stock at an exercise price of $1.64 per share. These options compensate his board service and follow the same vesting schedule as the restricted stock awards described for other directors.

When do the new ADIL restricted stock awards and options vest?
The restricted stock awards and options vest in full on the earlier of the one-year anniversary of the April 7, 2026 grant date or a Change of Control. Change of Control is defined in Adial’s 2017 Equity Incentive Plan, which governs these equity incentives.

What is the purpose of ADIL’s new Restricted Stock Award Agreement form?
The Board approved a standard Restricted Stock Award Agreement form to use for grants under the 2017 Equity Incentive Plan. This agreement sets consistent terms and conditions for restricted stock awards, including vesting and Change of Control treatment for executive and director grants.
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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): April 7, 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 April 7, 2026, the Compensation Committee of the Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), approved the grant of restricted stock awards (collectively, the “RSAs”) to the Company’s named executive officers, as follows:

 

●37,985 RSAs to Cary Claiborne, the Company’s Chief Executive Officer and a Director, 28,800 of which were issued to him for his role as Chief Executive Officer and 9,185 of which were issued to him for his role as a Director of the Company;

 

●17,325 RSAs to Vinay Shah, the Company’s Chief Financial Officer, all of which were issued to him for his role as Chief Financial Officer; and

 

●26,510 RSAs to Tony Goodman, the Company’s Chief Operating Officer and a Director, 17,325 of which were issued to him for his role as Chief Operating Officer and 9,185 of which were issued to him for his role as a Director of the Company.

 

In addition to the foregoing, the Compensation Committee approved the grant of (i) 9,185 RSAs to each of Kevin Schuyler and Robertson H. Gilliland and (ii) options to purchase 9,185 shares of Company common stock, at an exercise price of $1.64 per share, to Kermit Anderson, in each case as compensation for their service as Directors of the Company, which additional RSAs and options are subject to the same vesting terms as those set forth above.

 

The RSAs vest in full on the earlier of (i) the one-year anniversary of the grant date and (ii) upon the occurrence of a Change of Control (as defined in the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”)).

 

On April 7, 2026, the Board approved a form of Restricted Stock Award Agreement to be used for the grant of restricted stock awards under the 2017 Plan, including for the grant of the RSAs made to named executive officers described above. The form of Restricted Stock Award Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Form of Restricted Stock Award Agreement under 2017 Equity Incentive Plan
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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: April 9, 2026 ADIAL PHARMACEUTICALS, INC.
   
  By: /s/ Cary J. Claiborne
  Name:  Cary J. Claiborne
  Title: President and Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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