ADIAL PHARMACEUTICALS ownership disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 2,799,643 shares, representing 9.99% of common stock as of 12/31/2025. Armistice is the investment manager of Armistice Capital Master Fund Ltd., the direct holder; the Master Fund is listed as having the right to receive dividends or sale proceeds. The filing states voting and dispositive power over the shares is held jointly (shared power: 2,799,643), and the share counts are based on information from the issuer.
Positive
None.
Negative
None.
Insights
Armistice reports a near-10% stake held via its Master Fund with shared voting and dispositive power.
Armistice Capital, as investment manager, and Steven Boyd, as managing member, report beneficial ownership of 2,799,643 shares (9.99%) as of 12/31/2025. The filing states these figures are "based on information from the Issuer."
The Master Fund is identified as the direct holder and "has the right to receive dividends from, or the proceeds from the sale of, the reported securities." Timing and any plans for disposition are not disclosed in the provided excerpt.
This is a routine beneficial ownership schedule showing a single institutional holder near the 10% threshold.
The report lists shared voting and dispositive power of 2,799,643 shares and states the percentage (9.99%). The Master Fund specifically disclaims beneficial ownership by virtue of its Investment Management Agreement with Armistice Capital.
Material impact depends on future disclosures or transactions by the holder; the filing itself records ownership without describing transactions or timing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ADIAL PHARMACEUTICALS
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
00688A205
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
00688A205
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,799,643.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,799,643.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,799,643.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
00688A205
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,799,643.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,799,643.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,799,643.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ADIAL PHARMACEUTICALS
(b)
Address of issuer's principal executive offices:
1180 SEMINOLE TRAIL, SUITE 495, CHARLOTTESVILLE, VA, 22901
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common stock, par value $0.0001 per share
(e)
CUSIP No.:
00688A205
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,799,643
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,799,643
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,799,643
The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer.
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund
Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management
Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer
held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held
by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to
beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically
disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to
vote or dispose of such securities as a result of its Investment Management Agreement with Armistice
Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
02/17/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
02/17/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 17, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
Armistice Capital reports beneficial ownership of 2,799,643 shares, equal to 9.99% of ADIL common stock as of 12/31/2025. The figure is reported based on information provided by the issuer.
Who is the direct holder of the ADIL shares reported?
The direct holder is Armistice Capital Master Fund Ltd., an investment advisory client of Armistice Capital. The Master Fund is listed as having the right to receive dividends or sale proceeds on the reported shares.
Does Steven Boyd personally own the reported ADIL shares?
Steven Boyd is reported as a co-filer and managing member of Armistice Capital; the filing attributes shared voting and dispositive power to the reporting persons over 2,799,643 shares (9.99%). Footnotes state the Master Fund disclaims direct beneficial ownership under its agreement.
What voting and disposition powers are reported for the shares?
The filing reports 0 sole voting or dispositive power and 2,799,643 shares of shared voting power and shared dispositive power. These powers are reported as of 12/31/2025 and are based on issuer information.
Does the filing state any planned sale or transaction of ADIL shares?
No planned sale or transaction is described in the provided excerpt. The filing records current beneficial ownership and notes the Master Fund’s right to receive dividends or sale proceeds but does not disclose any disposition plans.
