Every S-3 that Adial Pharmaceuticals, Inc (ADIL) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-3 covers the shelf registration that lets an established company sell over time, so if you follow ADIL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ADIL filings page.
Adial Pharmaceuticals, Inc. is registering up to 25,148,970 common shares for resale by selling stockholders; they may not sell until the registration statement is effective. The total includes 437,421 merger shares, 12,930,601 shares issuable upon conversion of Series A preferred stock, and warrant shares for 9,749,345 and 2,031,603 common shares. Adial will receive no resale proceeds; it would receive the nominal $0.001 exercise price if the pre-funded warrants are exercised for cash.
Adial acquired Azora on June 11, 2026, adding AT177, a candidate for ulcerative colitis now in IND-enabling studies. An IND filing and Phase 1a trial are planned for the first half of 2027, subject to regulatory authorities allowing them to proceed. The June PIPE generated approximately $24.3 million in net proceeds.
Stockholder approval of the preferred conversion and Nasdaq’s conditional listing approval are pending; the related meeting was adjourned to October 26, 2026. If approval is not obtained by December 11, 2026, holders submitting conversion notices could require cash settlement. At the September 30 closing price of $4.01, settlement of all conversion shares was estimated at approximately $51.9 million; cash and equivalents were approximately $28.7 million as of June 30, 2026.
Adial Pharmaceuticals, Inc. (ADIL) has filed an S-3 registration statement covering the potential resale of up to 25,148,970 shares of Common Stock by existing security holders. These Resale Shares comprise 437,421 Merger Common Shares, 12,930,601 Merger Conversion Shares from Series A Non-Voting Convertible Preferred Stock, and 11,780,948 shares issuable upon exercise of pre-funded warrants issued in the PIPE financing and Azora note exchange.
The shares were originally issued in connection with Adial’s June 11, 2026 acquisition of Azora Therapeutics and a June 12, 2026 PIPE that generated approximately $24.3 million in net proceeds, alongside the retirement of $5.5 million of Azora notes via Noteholder Pre-Funded Warrants. Adial will not receive proceeds from resale of the registered shares, other than a nominal $0.001 per share upon any cash warrant exercises. Common Stock outstanding after this offering is stated as 27,337,439 shares, and the stock last traded at $5.94 on August 26, 2026.
Adial Pharmaceuticals is registering up to 13,823,512 shares of common stock for resale by a single selling stockholder, all issuable upon exercise of Series F common stock purchase warrants. Adial is not selling shares in this prospectus and will not receive proceeds from resales, but would receive cash only if the Series F warrants are exercised.
The Series F warrants, issued in a November 2025 warrant inducement deal, have a $0.31 exercise price and a 24‑month term beginning after required stockholder approval. Adial received about $2.86 million in gross proceeds from the selling holder’s cash exercise of prior Series C‑1 and Series E warrants and estimates it could receive about $4.29 million of net proceeds if all Series F warrants are exercised, which would raise pro forma net tangible book value to roughly $0.24 per share as of September 30, 2025.
The company notes that the registered amount is large relative to its equity base, with 26,649,587 shares outstanding immediately before the offering and 40,473,099 shares if all Series F warrant shares are issued, creating potential dilution and stock overhang. Adial remains a clinical‑stage biopharmaceutical company developing AD04 for alcohol use disorder, focusing on genetically defined subgroups following its Phase 3 ONWARD trial.