Adial Pharmaceuticals (NASDAQ: ADIL) director buys 36,378 pre-funded warrants

Rhea-AI Filing Summary

ADIAL PHARMACEUTICALS, INC. director Wendy B. Young purchased 36,378 Pre-Funded Warrants on June 12, 2026 in an open-market or private transaction at $2.7489 per warrant. Each warrant is exercisable into one share of common stock at an exercise price of $0.001 per share.

The Pre-Funded Warrants have no expiration date and become exercisable after approval of the company’s stockholders. Exercise is limited by a 4.99% beneficial ownership cap, preventing the holder and affiliates from exceeding that ownership level after exercise. Following this transaction, Young directly holds 36,378 Pre-Funded Warrants.

Insider Trade Summary

Net Buyer: 36,378 shares ($99,999)

Net Buy 1 txn

Insider Young Wendy B.

Role null

Bought 36,378 shs ($100K)

Type	Security	Shares	Price	Value
Purchase	Pre-funded Warrant	36,378	$2.7489	$100K

Holdings After Transaction: Pre-funded Warrant — 36,378 shares (Direct, null)

Footnotes (1)

1. Pursuant to the terms of that certain Pre-Funded Warrant to Purchase Common Stock, dated June 12, 2026, issued by the Issuer to the Reporting Person pursuant to a securities purchase agreement entered into by and among the Issuer, the Reporting Person and certain other parties on June 11, 2026. The pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants") have no expiration date and are exercisable at any time after receiving approval of the Issuer's stockholders. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

Key Figures

Pre-Funded Warrants purchased: 36,378 warrants Purchase price per warrant: $2.7489 per warrant Exercise price per underlying share: $0.001 per share +3 more

6 metrics

Pre-Funded Warrants purchased 36,378 warrants Open-market or private purchase on June 12, 2026

Purchase price per warrant $2.7489 per warrant Pre-Funded Warrant transaction

Exercise price per underlying share $0.001 per share Conversion/exercise price of Pre-Funded Warrants

Underlying common shares 36,378 shares One share of common stock per warrant

Holdings after transaction 36,378 warrants Total Pre-Funded Warrants directly held post-transaction

Beneficial ownership cap 4.99% Maximum ownership allowed after warrant exercise

Key Terms

Pre-funded Warrant, securities purchase agreement, beneficially own, Pre-Funded Warrants, +1 more

5 terms

Pre-funded Warrant financial

"Pre-funded Warrant to Purchase Common Stock, dated June 12, 2026"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

securities purchase agreement financial

"pursuant to a securities purchase agreement entered into by and among the Issuer"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

beneficially own financial

"would beneficially own more than 4.99% of the number of shares of common stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Pre-Funded Warrants financial

"The pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants")"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

common stock outstanding financial

"number of shares of common stock outstanding immediately after giving effect to such exercise"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Young Wendy B.

(Last) (First) (Middle)

C/O ADIAL PHARMACEUTICALS, INC.

4870 SADLER ROAD, SUITE 300

(Street)

GLEN ALLEN, VIRGINIA 23060

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC. [ ADIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-funded Warrant	$0.001	06/12/2026		P(1)		36,378		(2)	(2)	Common Stock	36,378	$2.7489	36,378	D

Explanation of Responses:

1. Pursuant to the terms of that certain Pre-Funded Warrant to Purchase Common Stock, dated June 12, 2026, issued by the Issuer to the Reporting Person pursuant to a securities purchase agreement entered into by and among the Issuer, the Reporting Person and certain other parties on June 11, 2026.

2. The pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants") have no expiration date and are exercisable at any time after receiving approval of the Issuer's stockholders. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

	/s/ Matthew Davidson, Attorney-in-Fact	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ADIL director Wendy B. Young report?

Wendy B. Young reported buying 36,378 Pre-Funded Warrants of Adial Pharmaceuticals. The transaction occurred on June 12, 2026 at a purchase price of $2.7489 per warrant, and she now directly holds 36,378 of these derivative securities.

What are the key terms of the ADIL Pre-Funded Warrants purchased?

Each Pre-Funded Warrant is exercisable into one share of Adial common stock at an exercise price of $0.001. The warrants have no expiration date and become exercisable after receiving approval of Adial’s stockholders, according to the disclosed footnotes.

Is there an ownership limit on exercising the ADIL Pre-Funded Warrants?

Yes. The filing states a holder may not exercise the Pre-Funded Warrants if, together with its affiliates, it would beneficially own more than 4.99% of Adial’s common stock outstanding immediately after the exercise, effectively capping post-exercise ownership.

How many ADIL Pre-Funded Warrants does Wendy B. Young hold after this transaction?

Following the reported purchase, Wendy B. Young directly holds 36,378 Pre-Funded Warrants. The filing shows these are derivative securities linked to an equal number of underlying Adial common shares, subject to the exercise terms and ownership limitation described.

At what price did Wendy B. Young buy the ADIL Pre-Funded Warrants?

She purchased the Pre-Funded Warrants at $2.7489 per warrant in an open-market or private transaction. Each warrant is linked to one underlying share with a separate $0.001 exercise price, which would apply if and when she exercises the warrants.

When do the ADIL Pre-Funded Warrants become exercisable?

The warrants become exercisable at any time after Adial Pharmaceuticals receives approval of its stockholders. Until that condition is met, they are not exercisable, even though they otherwise have no expiration date according to the filing’s footnotes.