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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): February 3, 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 3.03. Material Modification to Rights
of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated
by reference herein.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On August 1, 2025, the stockholders of Adial Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), approved a proposal at the Company’s 2025 annual meeting of stockholders
(the “Annual Meeting”) to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a
ratio between 1-for-2 to 1-for-25, with the ratio within such range to be determined at the discretion of the Company’s Board of
Directors (the “Board”), without reducing the authorized number of shares of Common Stock. Following the Annual Meeting, the
Board approved a final split ratio of 1-for-25 (the “Reverse Stock Split”). Following such approval, on February 4, 2026,
the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State
of Delaware to effect the Reverse Stock Split, with a legally effective time of 11:59 p.m. Eastern Time on February 5, 2026 (the
“Effective Time”). The Common Stock will begin trading on a split-adjusted basis when the Nasdaq Capital Market opens on February
6, 2026
No fractional shares will be issued in connection with the Reverse
Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common Stock as a result
of the reclassification and combination following the Effective Time of the Reverse Stock Split (after taking into account all fractional
shares of Common Stock otherwise issuable to such holder) shall be entitled to receive from the Company’s paying agent, VStock Transfer,
LLC, a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split that would
otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as
reported on the Nasdaq Capital Market for the ten days preceding the Effective Time.
The Reverse Stock Split will reduce the number of outstanding shares
of Common Stock from approximately 27.8 million shares to approximately 1.1 million shares. Proportional adjustments will be
made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and
warrants, as well as the applicable exercise price.
After the Reverse Stock Split, the trading
symbol on the Nasdaq Capital Market for the Common Stock will continue to be “ADIL.” The new CUSIP number for the Common
Stock following the Reverse Stock Split will be 00688A304.
The description of the Amendment set forth above
does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The primary purpose of the 1-for-25 Reverse Stock Split is to raise the per-share trading price of the Common Stock to allow for its continued
listing on the Nasdaq Capital Market, among other benefits, including making the bid price more attractive to a broader group of institutional
and retail investors. The Nasdaq Capital Market requires, among other things, that for listing a company’s common stock maintain
a minimum bid price of at least $1.00 per share. However, there can be no assurance that the Reverse Stock Split will have the desired
effect of sufficiently raising the bid price of the Common Stock for the required period.
In addition, on February 3, 2026, the Company
issued a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. A copy of the press release is
attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate
of Incorporation of Adial Pharmaceuticals, Inc. |
| 99.1 |
|
Press Release dated February 3,
2026 |
| 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: February 4, 2026 |
ADIAL PHARMACEUTICALS, INC. |
| |
|
| |
By: |
/s/ Cary J. Claiborne |
| |
Name: |
Cary J. Claiborne |
| |
Title: |
President and Chief Executive Officer |
