Adial Pharma 13G: 2.8% Holding, Potential 40% Dilution via Warrants

Rhea-AI Filing Summary

Adial Pharmaceuticals, Inc. (ADIL) – Schedule 13G filing (Event date: 17 Jun 2025)

The filing discloses the equity position of three related reporting persons—Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC—following a Securities Purchase Agreement (SPA) dated 17 Jun 2025. As of the close of business on 20 Jun 2025 they jointly held 446,282 common shares, equal to 2.8 % of ADIL’s outstanding stock (10,434,695 shares reported outstanding on 11 Jun 2025). Voting and dispositive power over these shares is shared.

The SPA provides for the issuance of up to 1,150,000 additional common shares and three tranches of warrants (collectively up to 3,091,225 shares) to Intracoastal. Each warrant contains ownership “blocker” clauses (4.99 %–9.99 %) that limit exercisability. Without the blockers—and assuming all warrants were exercisable—the reporting persons’ potential beneficial ownership could rise to 4,229,225 shares.

At present, because the blocker provisions are in force and warrant tranches 2 & 3 require shareholder approval before becoming exercisable, the group remains below the 5 % Schedule 13D threshold and files on a passive 13G basis.

Key take-aways for investors

• Current stake: 2.8 % (non-controlling, passive).
• Immediate dilution risk: 1.15 M new shares to be issued at SPA closing.
• Additional dilution risk: up to 3.09 M warrant shares dependent on blocker limits and shareholder approval.
• Ownership reduction from the initial 9.99 % cap to 2.8 % suggests limited near-term influence by the reporting group.

Insights

Securities Analyst

TL;DR – Passive 2.8 % stake today; warrants could raise dilution but blockers limit near-term impact.

The filing confirms that Intracoastal and its principals currently own 446,282 ADIL shares (2.8 %). The SPA, previously disclosed, will issue 1.15 M shares and three warrants. While the headline potential is 4.23 M shares, blocker clauses (4.99 %/9.99 %) defer material dilution until shareholder approval and further exercises. From a valuation perspective, the immediate 1.15 M share issuance represents c.11 % dilution versus the 10.43 M share count. The passive 13G, versus a 13D, signals no activist intent. Overall impact on near-term price should be muted, but investors must monitor future warrant exercises and the shareholder vote.

Corporate Governance Expert

TL;DR – Non-controlling investors; governance risk low, dilution risk conditional on approvals.

Because the group files on Schedule 13G and remains below 5 %, it is deemed passive and does not seek control. The SPA-linked warrants are structured with blocker provisions to prevent any single holder from breaching beneficial-ownership caps without explicit shareholder consent, aligning with good governance practice. However, should shareholders approve the additional tranches, the company’s float could expand by up to 40 % relative to the current share count, potentially altering ownership dispersion. Governance implications therefore hinge on the upcoming shareholder vote rather than the present filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Adial Pharmaceuticals, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

00688A205

(CUSIP Number)

06/17/2025

(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

Mitchell P. Kopin

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 446,282.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 196,982.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

446,282.00

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)

2.8 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 00688A205

1

Names of Reporting Persons

Daniel B. Asher

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 446,282.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 196,982.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

446,282.00

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)

2.8 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 00688A205

1

Names of Reporting Persons

Intracoastal 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 446,282.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 196,982.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

446,282.00

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)

2.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Adial Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 4870 Sadler Road, Ste 300, Glen Allen, VA 23060
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)	Citizenship: Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)	Title of class of securities: Common stock, par value $0.001 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: (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on June 17, 2025 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 18, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,158,122 shares of Common Stock, which consisted of (i) 1,150,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 8,122 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 10,434,695 shares of Common Stock outstanding as of June 11, 2025, as reported by the Issuer, plus (2) 1,150,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 8,122 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 379,778 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock, (II) 1,537,900 shares of Common Stock issuable upon exercise of a second warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 2") because Intracoastal Warrant 2 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 (and Intracoastal Warrant 2 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock) and (III) 1,153,425 shares of Common Stock issuable upon exercise of a third warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 3") because Intracoastal Warrant 3 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 (and Intracoastal Warrant 3 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock). Without such blocker provisions (and assuming Intracoastal Warrant 2 and Intracoastal Warrant 3 were currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 4,229,225 shares of Common Stock. (ii) As of the close of business on June 20, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 446,282 shares of Common Stock held by Intracoastal, and all such shares of Common Stock represent beneficial ownership of approximately 2.8% of the Common Stock, based on (1) 10,434,695 shares of Common Stock outstanding as of June 11, 2025, as reported by the Issuer, plus (2) 5,341,200 shares of Common Stock issued at the closing of the transaction contemplated by the SPA and (3) 387,900 shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 1,537,900 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 (and Intracoastal Warrant 2 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock) and (II) 1,153,425 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 (and Intracoastal Warrant 3 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock). Without such blocker provisions (and assuming Intracoastal Warrant 2 and Intracoastal Warrant 3 were currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 3,137,607 shares of Common Stock.
(b)	Percent of class: 2.8%
(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: 446,282
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 196,982
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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 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.

Mitchell P. Kopin

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin
Date:	06/23/2025

Daniel B. Asher

Signature:	/s/ Daniel B. Asher
Name/Title:	Daniel B. Asher
Date:	06/23/2025

Intracoastal Capital LLC

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin, Manager
Date:	06/23/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement