8-K
Adial Pharmaceuticals, Inc. (ADIL)
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (date of earliest event reported): November 29, 2023
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-38323 | 82-3074668 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1180 Seminole Trail, Ste 495Charlottesville, VA 22901
(Address of principal executive offices and zip code)
(434) 422-9800
(Registrant’s telephone number including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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 |
|---|---|---|
| Common Stock | ADIL | The Nasdaq Stock Market LLC(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 3.01 Notice of Delisting or Failure toSatisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 29, 2023, Adial Pharmaceuticals, Inc. (the “Company”), received a letter (the “Notification Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that based on the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on November 28, 2023 it determined that the Company was in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”). The letter further stated that if the Company fails to evidence compliance with the Rule upon filing its next periodic report it may be subject to delisting. At that time, Nasdaq staff will provide written notification to the Company, which may then appeal the staff’s determination to a Nasdaq Hearings Panel.
On November 29, 2023, the Company issued a press release announcing that the Company received the Notification Letter and regained compliance with Nasdaq’s stockholders’ equity requirement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Adial Pharmaceuticals, Inc. Press Release dated November 29, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* * *
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: November 29, 2023 | ADIAL PHARMACEUTICALS, INC. | |
|---|---|---|
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer |
2
Exhibit 99.1
Adial Pharmaceuticals Regains Compliancewith Nasdaq Listing Requirement
Charlottesville, VA – November29, 2023 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or the “Company”), a clinical-stage biopharmaceutical company focused on developing therapies for the treatment and prevention of addiction and related disorders, today announced that it received notice from Nasdaq today that the Company has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders’ equity of at least $2,500,000. Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
About Adial Pharmaceuticals, Inc.
Adial Pharmaceuticals is a clinical-stage biopharmaceutical company focused on the development of therapies for the treatment and prevention of addiction and related disorders. The Company’s lead investigational new drug product, AD04, is a genetically targeted, serotonin-3 receptor antagonist, therapeutic agent for the treatment of Alcohol Use Disorder (AUD) in heavy drinking patients and was recently investigated in the Company’s ONWARD™ pivotal Phase 3 clinical trial for the potential treatment of AUD in subjects with certain target genotypes (estimated to be approximately one-third of the AUD population) identified using the Company’s proprietary companion diagnostic genetic test. ONWARD showed promising results in reducing heavy drinking in heavy drinking patients, and no overt safety or tolerability concerns. AD04 is also believed to have the potential to treat other addictive disorders such as Opioid Use Disorder, gambling, and obesity. Additional information is available at www.adial.com.
Forward Looking Statements
This communication contains certain“forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements are based upon variousfacts and derived utilizing numerous important assumptions and are subject to known and unknown risks, uncertainties and other factorsthat may cause actual results, performance or achievements to be materially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,”“expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans”and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may”and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statementsinclude the foregoing. The forward-looking statements include statements regarding Nasdaq’s continued monitoring of our complianceand the potential of AD04 to treat other addictive disorders such as opioid use disorder, gambling, and obesity. Any forward-looking statementsincluded herein reflect our current views, and they involve certain risks and uncertainties, including, among others, our ability to pursueour regulatory strategy, our ability to maintain our Nasdaq listing, our ability to advance ongoing partnering discussions, our abilityto obtain regulatory approvals for commercialization of product candidates or to comply with ongoing regulatory requirements, ourability to develop strategic partnership opportunities and maintain collaborations, our ability to obtain or maintain the capital or grantsnecessary to fund our research and development activities, our ability to retain our key employees or maintain our Nasdaq listing, ourability to complete clinical trials on time and achieve desired results and benefits as expected, regulatory limitations relating to ourability to promote or commercialize our product candidates for specific indications, acceptance of our product candidates in the marketplaceand the successful development, marketing or sale of our products, our ability to maintain our license agreements, the continued maintenanceand growth of our patent estate and our ability to retain our key employees or maintain our Nasdaq listing,. These risks should not beconstrued as exhaustive and should be read together with the other cautionary statement included in our Annual Report on Form 10-K forthe year ended December 31, 2022, subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K filed with the Securitiesand Exchange Commission. Any forward-looking statement speaks only as of the date on which it was initially made. We undertake no obligationto publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstancesor otherwise, unless required by law.
Contact:
Crescendo Communications, LLC
David Waldman / Alexandra Schilt
Tel: 212-671-1020
Email: ADIL@crescendo-ir.com