8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 21, 2020

AdialPharmaceuticals, Inc.

(Exactname of registrant as specified in charter)

Delaware

(Stateor other jurisdiction of incorporation)

1180Seminole Trail, Suite 495

Charlottesville,Virginia 22901

(Addressof principal executive offices and zip code)

(434)422-9800

(Registrant’stelephone number including area code)

(FormerName and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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. ☐

Item3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The Shares (as defined below) were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Bespoke Growth Partners, Inc. (“Bespoke”) has represented that it is an “accredited investor,” as defined in Regulation D, and it was acquiring the securities described herein for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the Shares, or shares of common stock or any other securities of Adial Pharmaceuticals, Inc., a Delaware corporation (“Adial” or the “Company”).

Item8.01. Other Events.

On September 21, 2020, Adial entered into a securities purchase agreement (the “Purchase Agreement”) with Bespoke pursuant to which it sold to Bespoke 357,143 restricted shares of the Company’s common stock (the “Shares”) for an aggregate purchase price of $500,000.20. The Purchase Agreement contains customary representations, warranties and agreements of the Company and Bespoke. Bespoke’s principal is Mark H. Peikin, Adial’s Chief Strategy Officer.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2