ADIL 8-K
Adial Pharmaceuticals, Inc. (ADIL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number including area code)
(Former Name 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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
|
The
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by checkmark 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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On August 19, 2026, Adial Pharmaceuticals, Inc. (the “Company”) granted an option to purchase 307,814 shares of Company common stock to an individual as a material inducement to such person becoming an employee of the Company. The option award has an exercise price of $5.76 per share, the closing price of the Company’s common stock on August 19, 2026, the effective date of grant, and has a ten-year term. The option award will vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to the recipient’s continued service through each applicable vesting date. The option award agreement utilized for the grant is in substantially the same form as that form of stock option inducement award grant notice and agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026, which is incorporated by reference herein.
The above grant was approved by the Company’s Compensation Committee and was made as an inducement material to the employee entering into employment with the Company. The grant was made outside of the Company’s equity incentive plans and in reliance on the employment inducement exception to shareholder approval provided under Nasdaq Listing Rule 5635(c)(4), which requires public announcement of inducement awards.
The above grant has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the option was issued to the recipient in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Neither the option nor the shares of Company common stock issuable upon exercise thereof may be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
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.
| Dated: August 25, 2026 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
2