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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) |
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 |
