[8-K] Adial Pharmaceuticals, Inc Reports Material Event

Rhea-AI Filing Summary

Local Bounti Corporation (LOCL) has filed a Form 144 disclosing a planned disposition of restricted stock under Rule 144 of the Securities Act.

Seller: KEBS Trust
Planned sale: 3,500 common shares
Broker: Morgan Stanley Smith Barney, New York
Approximate sale date: 10 July 2025 (on the NYSE)
Aggregate market value: $9,261.35
Shares outstanding: 10,914,704
This transaction equals roughly 0.03 % of the company’s outstanding stock, indicating minimal dilution risk.

The shares were originally received as a gift from an affiliate on 28 December 2022. KEBS Trust has already executed several open-market sales in the past three months:

• 09 Jul 2025 – 200 shares – $602.00
• 22 May 2025 – 1,179 shares – $2,458.33
• 21 May 2025 – 600 shares – $1,262.52
• 20 May 2025 – 800 shares – $1,736.72
• 19 May 2025 – 1,000 shares – $2,226.60
• 16 May 2025 – 1,421 shares – $3,326.13

Total prior 3-month sales: 5,200 shares for gross proceeds of about $11,612. The signatory affirms no undisclosed adverse information and acknowledges SEC anti-fraud provisions.

Positive

• None.

Negative

• Insider disposition: KEBS Trust plans to sell 3,500 shares after already selling 5,200 shares in the prior three months, potentially signaling reduced insider exposure.

Insights

Financial Analyst

TL;DR: Tiny insider sale (0.03 % float)—unlikely to move LOCL shares materially.

The Form 144 signals a forthcoming sale of 3,500 shares worth roughly $9.3k. With 10.9 m shares outstanding, the transaction is negligible from a supply-and-demand perspective. Even adding the 5,200 shares sold in the past quarter, cumulative dispositions remain far below any threshold that would normally pressure liquidity or signal broad insider pessimism. No price-sensitive operational data or guidance accompanies the filing, so market impact should be limited. I classify the event as routine and not fundamental to the investment thesis.

Corporate Governance Expert

TL;DR: Routine Rule 144 filing; governance risk minimal given size and disclosure.

The trust’s sales are properly disclosed and executed through a reputable broker, aligning with Rule 144 transparency norms. The signer affirms no undisclosed adverse information, satisfying ethical and legal safeguards. While serial sales can occasionally raise alignment concerns, the modest dollar amounts and adherence to disclosure requirements suggest no red-flag governance issues at this time.

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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): July 9, 2025

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 8.01 Other Events.

As previously reported, on May 23, 2025, Adial Pharmaceuticals, Inc. (the “Company”), received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $2,126,662 as of March 31, 2025, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025, was below the minimum requirement of $2,500,000.

As also previously reported, on June 18, 2025, the Company consummated a best efforts offering (the “Offering”) of (i) 5,341,200 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 5,758,800 shares of Common Stock, (iii) Series D warrants (the “Series D Warrants”) to purchase up to an aggregate of 11,100,000 shares of Common Stock and (iv) Series E warrants to purchase up to an aggregate of 8,325,000 shares of Common Stock (the “Series E Warrants” and, together with the Series D Warrants, the “Common Warrants”). Each Share or Pre-Funded Warrant was sold together with one Series D Warrant and one Series E Warrant. The combined public offering price for each Share and accompanying Common Warrants was $0.3251. The combined public offering price for each Pre-Funded Warrant and accompanying Common Warrants was $0.3241. The aggregate gross proceeds from the Offering were approximately $3.6 million, before deducting placement agent fees and other offering expenses.

As of the date of this Current Report on Form 8-K, the Company believes that it has regained compliance with the stockholders’ equity requirement as a result of the Offering.

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance it may be subject to delisting.

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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: July 10, 2025	ADIAL PHARMACEUTICALS, INC.
	By:	/s/ Cary J. Claiborne
	Name:	Cary J. Claiborne
	Title:	President and Chief Executive Officer

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FAQ

How many Local Bounti (LOCL) shares are being sold under this Form 144?

The filing covers 3,500 common shares planned for sale.

What is the estimated dollar value of the planned LOCL sale?

The aggregate market value is $9,261.35.

When is the approximate sale date for the LOCL shares?

The filer indicates an approximate sale date of 10 July 2025.

How many LOCL shares has KEBS Trust sold in the past three months?

The trust sold 5,200 shares between 16 May and 9 July 2025.

What portion of Local Bounti’s outstanding shares does the new sale represent?

The 3,500-share sale equals roughly 0.03 % of the 10,914,704 shares outstanding.

Does the filing reveal any undisclosed adverse information about LOCL?

No. The signer explicitly states awareness of no material non-public adverse information.