As filed with the Securities and Exchange Commission
on September 9, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADIAL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
82-3074668 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer No.)
Identification Number) |
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060
(804) 487-8196
(Address, including ZIP code, and telephone
number, including area code, of registrant’s principal executive office)
ADIAL PHARMACEUTICALS, INC. 2017 EQUITY INCENTIVE
PLAN
(Full title of the Plan)
Cary J. Claiborne
President and Chief Executive Officer
Adial Pharmaceuticals, Inc.
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060
(804) 487-8196
(Name, address and telephone number of agent
for service)
with copies to:
Patrick J. Egan, Esq.
Hank Gracin, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 885-5000
(Name, address and telephone number)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark 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. ☐
EXPLANATORY NOTE
Adial Pharmaceuticals, Inc.
(the “Registrant” or the “Company”) previously filed with the Securities and Exchange Commission (the “Commission”)
for the purpose of registering shares of its common stock, par value $0.001 per share (the “Common Stock”), to be offered
and sold under the Registrant’s 2017 Equity Incentive Plan (hereinafter referred to as the “Plan” or the “2017
Equity Incentive Plan”):
| ● | A Registration Statement on Form S-8 (Registration No. 333-226884) on August 16, 2018 registering
1,750,000 shares of Common Stock (70,000 shares after adjusting to give effect to the reverse stock split effected by the Company on August 4,
2023, of its outstanding shares of Common Stock at a ratio of 1-for-25 (the “Reverse Stock Split”)); |
| ● | A Registration Statement on Form S-8 (Registration No. 333-233760)
on September 13, 2019 registering an additional 1,750,000 shares of Common Stock (70,000 shares post-Reverse Stock Split); |
| ● | A Registration Statement on Form S-8 (Registration No. 333-248759)
on September 11, 2020 registering an additional 2,000,000 shares of Common Stock (80,000 shares post-Reverse Stock Split); |
| ● | A Registration Statement on Form S-8 (Registration No. 333-260304)
on October 15, 2021 registering an additional 2,000,000 shares of Common Stock (80,000
shares post-Reverse Stock Split); |
| ● | A Registration Statement on Form S-8 (Registration No. 333-267972)
on October 21, 2022 registering an additional 2,000,000 shares of Common Stock (80,000
shares post-Reverse Stock Split); |
| ● | A Registration Statement on Form S-8 (Registration No. 333-276003)
on December 12, 2023 registering an additional 120,000 shares of Common Stock; and |
| ● | A Registration Statement on Form S-8 (Registration No. 333-283756)
on December 12, 2024 registering an additional 1,500,000 shares of Common Stock. |
Pursuant to General Instruction
E to Form S-8, the contents of the aforementioned registration statements are incorporated into this Registration Statement by reference.
The Registrant is filing this
Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 3,000,000 shares of Common Stock
that were added to the Plan by a vote of the Registrant’s Board of Directors and the Registrant’s stockholders at the Registrant’s
2025 Annual Meeting of Stockholders, which was held on August 1, 2025. These additional 3,000,000 shares of Common Stock were added pursuant
to the adoption of Amendment No. 7 to the Plan. The aggregate number of shares of Common Stock that may be issued under the Plan,
as amended, after the adoption of Amendment No. 7 to the Plan, is 5,000,000 shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified
in Item 1 and Item 2 of Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the provisions
of Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8. The documents containing the information specified
in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1). Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows the
Registrant to “incorporate by reference” the information it files with it which means that it can disclose important information
to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated
by reference is considered to be part of this prospectus, and later information that the Registrant files with the Commission will automatically
update and supersede this information. The Registrant incorporates by reference the documents listed below and any future filings made
with the Commission (Commission File No. 001-38323) under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act between the date of this prospectus and the termination of the offering:
| ● | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with
the SEC on March 4, 2025; |
| ● | the Registrant’s Quarterly Reports on Form 10-Q for (i) the quarter ended March 31, 2025, filed
with the Commission on May 14, 2025, and (ii) for the quarter ended June 30, 2025, filed with the Commission on August 13, 2025; |
| ● | the Registrant’s Current Reports on Form 8-K filed with the SEC on February 25, 2025 (other than
as indicated therein), March 7, 2025, March 21, 2025, May 1, 2025, May 7, 2025, May 15, 2025, May 30, 2025, June 16, 2025, June 18, 2025,
July 10, 2025, July 16, 2025, August 1, 2025, August 1, 2025 and September 3, 2025; and |
| ● | the Registrant’s Amendment No. 1 to Definitive Revised Proxy Statement filed with the Commission
on June 27, 2025; and |
| ● | the description of the Registrant’s Common Stock set forth in (i) the Registrant’s registration
statement on Form 8-A12B, filed with the Commission on December 11, 2017, as amended by the registration statement on Form 8-A12B/A
filed with the Commission on July 23, 2018 (File No. 001-38323), and (ii) Exhibit 4.17—Description of Securities to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 4, 2025. |
All reports and other documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated
by reference in this Registration Statement and to be a part of this Registration Statement from the respective date of filing of each
of those reports or documents until the filing of a post-effective amendment to this Registration Statement which indicates either that
all securities offered by this Registration Statement have been sold or which deregisters all of the securities under this Registration
Statement then remaining unsold.
Any statement contained in
this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration
Statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated
under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may
indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such
corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable
cause to believe that his or her conduct was illegal except that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees)
actually and reasonably incurred.
The Registrant’s certificate
of incorporation and amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted
under the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware
General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except
for liability for any:
| ● | transaction from which the director derives an improper personal benefit; |
| ● | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| ● | unlawful payment of dividends or redemption of shares; or |
| ● | breach of a director’s duty of loyalty to the corporation or its stockholders. |
The Registrant’s certificate
of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding
in advance of its final disposition shall be paid by the Registrant upon delivery to it of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be
indemnified by the Registrant.
Section 174 of the Delaware
General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of
dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the
unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered
in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent
director receives notice of the unlawful acts.
As permitted by the Delaware
General Corporation Law, the Registrant has entered into indemnity agreements with each of its directors and executive officers, that
require the Registrant to indemnify such persons against any and all costs and expenses (including attorneys’, witness or other
professional fees) actually and reasonably incurred by such persons in connection with any action, suit or proceeding (including derivative
actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was
a director or officer or is or was acting or serving as an officer, director, employee or agent of the Registrant or any of its affiliated
enterprises. Under these agreements, the Registrant is not required to provide indemnification for certain matters, including:
| ● | indemnification beyond that permitted by the Delaware General Corporation Law; |
| ● | indemnification for any proceeding with respect to the unlawful payment of remuneration to the director
or officer; |
| ● | indemnification for certain proceedings involving a final judgment that the director or officer is required
to disgorge profits from the purchase or sale of the Registrant’s stock; |
| ● | indemnification for proceedings involving a final judgment that the director’s or officer’s
conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct or a breach of his or her duty
of loyalty, but only to the extent of such specific determination; |
| ● | indemnification for proceedings or claims brought by an officer or director against us or any of the Registrant’s
directors, officers, employees or agents, except for claims to establish a right of indemnification or proceedings or claims approved
by the Registrant’s board of directors or required by law; |
| ● | indemnification for settlements the director or officer enters into without the Registrant’s consent;
or |
| ● | indemnification in violation of any undertaking required by the Securities Act or in any registration
statement filed by the Registrant. |
The indemnification agreements
also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.
The Registrant has an insurance
policy in place that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities
Act or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Incorporation of Adial Pharmaceuticals, Inc. (1) |
| 3.2 |
|
Certificate of Amendment to Certificate of Incorporation of Adial Pharmaceuticals, Inc. (2) |
| 3.3 |
|
Certificate of Amendment to Certificate of Incorporation of Adial Pharmaceuticals, Inc. (3) |
| 3.4 |
|
Amended and Restated Bylaws of Adial Pharmaceuticals, Inc. (4) |
| 4.1 |
|
Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan, as amended (5) |
| 4.2 |
|
Amendment No. 1 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (6) |
| 4.3 |
|
Form of Stock Option Grant Notice, Option Agreement (Incentive Stock Option or Nonstatutory Stock Option) and Notice of Exercise under the 2017 Equity Incentive Plan (7) |
| 4.4 |
|
Amendment No. 2 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (8) |
| 4.5 |
|
Amendment No. 3 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (9) |
| 4.6 |
|
Amendment No. 4 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (10) |
| 4.7 |
|
Amendment No. 5 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (11) |
| 4.8 |
|
Amendment No. 6 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (12) |
| 4.9 |
|
Amendment No. 7 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (13) |
| 5.1 |
|
Opinion of Blank Rome LLP
(14) |
| 23.1 |
|
Consent of Marcum LLP (14) |
| 23.2 |
|
Consent of Blank Rome LLP (contained in Exhibit 5.1) (14) |
| 24.1 |
|
Power of Attorney (included on the signature page of this registration statement) (14) |
| 107 |
|
Filing Fee Tables (14) |
| (1) | Incorporated by reference to Exhibit 3.3 to the Registrant’s
Form S-1, as amended (File No. 333-220368), filed with the Securities and Exchange Commission on October 25, 2017. |
| (2) | Incorporated by reference to Exhibit 3.1 to the Registrant’s
Form 8-K (File No. 001-38323) filed with the Securities and Exchange Commission on August 4, 2023. |
| (3) |
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38323) filed with the Securities and Exchange Commission on August 1, 2025. |
| |
|
| (4) |
Incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-38323) filed with the Securities and Exchange Commission March 28, 2022. |
| (5) | Incorporated by reference to Exhibit 4.1 to the Registrant’s
Form S-8 (File No. 333-226884) filed with the Securities and Exchange Commission on August 16, 2018. |
| (6) | Incorporated by reference to Exhibit 4.2 to the Registrant’s
Form S-8 (File No. 333-233760) filed with the Securities and Exchange Commission September 13, 2019. |
| (7) | Incorporated by reference to Exhibit 4.12 to the Registrant’s
Form S-1, as amended (File No. 333-220368), filed with the Securities and Exchange Commission on September 7, 2017. |
| (8) | Incorporated by reference to Exhibit 4.4 to the Registrant’s
Form S-8 (File No. 333-248759) filed with the Securities and Exchange Commission September 11, 2020. |
| (9) | Incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-38323) filed with the Securities and Exchange Commission
September 29, 2021. |
| (10) | Incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-38323) filed with the Securities and Exchange Commission
October 13, 2022. |
| (11) | Incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-38323) filed with the Securities and Exchange Commission November 6, 2023. |
| (12) |
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38323) filed with the Securities and Exchange Commission November 12, 2024. |
| |
|
| (13) |
Incorporated by reference to Exhibit 10.1 the Registrant’s Current Report on Form 8-K (File No. 001-38323) filed with the Securities and Exchange Commission August 1, 2025. |
| |
|
| (14) |
Filed herewith. |
Item 9. Undertakings.
(a) The Registrant hereby
undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act.
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the Registration Statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the registration statement.
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Charlottesville, Virginia, on the 9th day of September, 2025.
| |
ADIAL PHARMACEUTICALS, INC. |
| |
|
|
| |
By: |
/s/ Cary J. Claiborne |
| |
Name: |
Cary J. Claiborne |
| |
Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
Each of the undersigned, whose
signature appears below, hereby constitutes and appoints Cary J. Claiborne and Vinay Shah, and each of them, acting singly, as his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file
the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, or his substitute full power and authority to do and perform each and every act and thing necessary
or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, or any of them, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Cary J. Claiborne |
|
President and Chief Executive Officer and Member of the |
|
September 9, 2025 |
| Cary J. Claiborne |
|
Board of Directors |
|
|
| |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Vinay Shah |
|
Chief Financial Officer |
|
September 9, 2025 |
| Vinay Shah |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ J. Kermit Anderson |
|
Member of the Board of Directors |
|
September 9, 2025 |
| J. Kermit Anderson |
|
|
|
|
| |
|
|
|
|
| /s/ Robertson H. Gilliland |
|
Member of the Board of Directors |
|
September 9, 2025 |
| Robertson H. Gilliland |
|
|
|
|
| |
|
|
|
|
| /s/ Tony Goodman |
|
Member of the Board of Directors |
|
September 9, 2025 |
| Tony Goodman |
|
|
|
|
|
/s/ James W. Newman, Jr. |
|
Member of the Board of Directors |
|
September 9, 2025 |
| James W. Newman, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ Kevin Schuyler, CFA |
|
Chairman of the Board of Directors |
|
September 9, 2025 |
| Kevin Schuyler, CFA |
|
|
|
|
