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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 14, 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. The letter also stated that the Company was not in compliance with Nasdaq
Listing Rule 5550(b)(2) and Rule 5550(b)(3), the alternative quantitative standards for continued listing on the Nasdaq Capital Market,
because it did not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the
most recently completed fiscal year or in two of the last three most recently completed fiscal year.
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.
On July 10, 2025, the Company filed a Current
Report on Form 8-K (the “Form 8-K Report”) stating that as of the date of the Form 8-K Report the Company believes that it
has regained compliance with the stockholders’ equity requirement as a result of the Offering.
On July 14, 2025, the Company received a letter
from Nasdaq stating that based on the Form 8-K Report the staff has determined that the Company complies with the Listing Rule 5550(b)(1).
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.
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 16, 2025 |
ADIAL PHARMACEUTICALS, INC. |
| |
|
| |
By: |
/s/ Cary J. Claiborne |
| |
Name: |
Cary J. Claiborne |
| |
Title: |
President and Chief Executive Officer |
