8-K - ADIL - Equibles

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): February 3, 2026

Adial Pharmaceuticals, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

001-38323	82-3074668
(Commission File Number)	(IRS Employer Identification No.)

4870 Sadler Road, Ste 300

Glen Allen, VA 23060

(Address of principal executive offices andzip code)

(804) 487-8196

(Registrant’s telephone number includingarea 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
Common Stock	ADIL	The Nasdaq Stock Market LLC<br><br> <br>((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 3.03. Material Modification to Rightsof Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.

On August 1, 2025, the stockholders of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), approved a proposal at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”) to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio between 1-for-2 to 1-for-25, with the ratio within such range to be determined at the discretion of the Company’s Board of Directors (the “Board”), without reducing the authorized number of shares of Common Stock. Following the Annual Meeting, the Board approved a final split ratio of 1-for-25 (the “Reverse Stock Split”). Following such approval, on February 4, 2026, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with a legally effective time of 11:59 p.m. Eastern Time on February 5, 2026 (the “Effective Time”). The Common Stock will begin trading on a split-adjusted basis when the Nasdaq Capital Market opens on February 6, 2026

No fractional shares will be issued in connection with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time of the Reverse Stock Split (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive from the Company’s paying agent, VStock Transfer, LLC, a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq Capital Market for the ten days preceding the Effective Time.

The Reverse Stock Split will reduce the number of outstanding shares of Common Stock from approximately 27.8 million shares to approximately 1.1 million shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price.

After the Reverse Stock Split, the trading symbol on the Nasdaq Capital Market for the Common Stock will continue to be “ADIL.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 00688A304.

The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01. Other Events.

The primary purpose of the 1-for-25 Reverse Stock Split is to raise the per-share trading price of the Common Stock to allow for its continued listing on the Nasdaq Capital Market, among other benefits, including making the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Capital Market requires, among other things, that for listing a company’s common stock maintain a minimum bid price of at least $1.00 per share. However, there can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising the bid price of the Common Stock for the required period.

In addition, on February 3, 2026, the Company issued a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate<br> of Incorporation of Adial Pharmaceuticals, Inc.
99.1	Press Release dated February 3,<br> 2026
104	Cover Page Interactive Data File (embedded<br> within the Inline XBRL document)

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: February 4, 2026	ADIAL PHARMACEUTICALS, INC.
	By:	/s/ Cary J. Claiborne
	Name:	Cary J. Claiborne
	Title:	President and Chief Executive Officer

Exhibit 3.1

CERTIFICATEOF AMENDMENTto theCERTIFICATE OF INCORPORATIONOFADIAL PHARMACEUTICALS, INC.

Adial Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

1.	The name of the Corporation is Adial Pharmaceuticals, Inc.
2.	The Board of Directors of the Corporation has duly adopted<br>a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment<br>to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the<br>Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State<br>of Delaware. The amendment amends the Certificate of Incorporation of the Corporation as follows:
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3.	The Certificate of Incorporation is hereby amended by adding<br>the following new paragraph D to ARTICLE IV:
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“D. Reverse Stock Split.

Effective at 11:59 p.m. Eastern Time on February 5, 2026 (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each twenty-five (25) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified and combined into one share of Common Stock, $0.001 par value per share, of the Corporation (the “Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq Stock Market for the ten (10) days preceding the Effective Time.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified and combined (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time), provided however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined.”

4.	The foregoing amendment was duly adopted in accordance with<br>the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5.	This Certificate of Amendment shall be effective as of February<br>5, 2026 at 11:59 p.m. Eastern Time.
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[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]

IN WITNESS WHEREOF, Adial Pharmaceuticals, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of February 4, 2026.

ADIAL PHARMACEUTICALS, INC.
By:	/s/ Cary J. Claiborne
Name:	Cary J. Claiborne
Title:	President and Chief Executive Officer

Exhibit 99.1

Adial Pharmaceuticals Announces Reverse StockSplit to RegainCompliance with Nasdaq’s Minimum Bid Price Requirement

Common Stock Will Begin Trading on Split-AdjustedBasis on February 6, 2026

GLEN ALLEN, Va. – February 3, 2026 –Adial Pharmaceuticals, Inc. (NASDAQ: ADIL) (“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 will effect a 1-for-25 reverse stock split (the “Reverse Split”) of its common stock, par value $0.001 per share (“Common Stock”), that will become effective on February 5, 2026 at 11:59 p.m. Eastern Time (the “Effective Time”). Adial’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ADIL” and will begin trading on a split-adjusted basis when the Nasdaq opens on February 6, 2026. The new CUSIP number for the Common Stock following the Reverse Split will be 00688A304.

The 1-for-25 Reverse Split will proportionally reduce the number of outstanding shares of Company Common Stock from approximately 27.8 million shares to approximately 1.1 million shares and the ownership percentage of each shareholder will remain unchanged other than as a result of fractional shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price. There will be no change to the total number of authorized shares of Common Stock as set forth in the Certificate of Incorporation of the Company, as amended.

Among other considerations, the Reverse Split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq , and to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq requires, among other things, that a listed company’s common stock maintain a minimum bid price of at least $1.00 per share.

“We continue to make meaningful progress across our partnering and regulatory strategies,” said Cary Claiborne, President and Chief Executive Officer of Adial Pharmaceuticals. “We believe this reverse stock split represents an important step to strengthen our capital markets profile, restore compliance with Nasdaq’s minimum bid price requirement, and create a more efficient public float that supports broader institutional and long-term investor interest. With this action behind us, we remain highly optimistic about Adial’s future and are focused on executing our strategic priorities and advancing AD04, our genetically targeted serotonin-3 receptor antagonist for the treatment of Alcohol Use Disorder. We look forward to providing updates as we move the company into its next phase of growth.”

The Company’s transfer agent, VStock Transfer, LLC, which is also acting as the paying agent for the Reverse Split, will provide instructions to stockholders regarding the process for exchanging stock certificates. Any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.

About Adial Pharmaceuticals, Inc.

Adial Pharmaceuticals is a clinical-stage biopharmaceutical company focused on the development of treatments for addictions 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. Adial is currently planning to conduct a new Phase 3 clinical trial program for the treatment of AUD in subjects with certain target genotypes identified using the Company’s proprietary diagnostic genetic test. ONWARD showed promising results in reducing drinking in heavy drinking patients, with 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-lookingstatements” within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizingnumerous important assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results,performance or achievements to be materially different from any future results, performance or achievements expressed or implied by suchforward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,”“anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressionsor 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 statements include the foregoing.The forward-looking statements include statements regarding the Reverse Split allowing us to regain compliance with Nasdaq’s minimumbid price requirement, making the bid price more attractive to a broader group of institutional and retail investors, strengthening theCompany’s capital markets profile, and creating a more efficient public float that supports broader institutional and long-terminvestor interest; and the potential of AD04 to treat other addictive disorders such as Opioid Use Disorder, gambling and obesity. Anyforward-looking statements included herein reflect our current views, and they involve certain risks and uncertainties, including, amongothers, our ability to regain and maintain compliance with the Nasdaq’s minimum bid price, our ability to attract a broader groupof institutional and retail investors; and our ability to pursue our regulatory strategy. These risks should not be construed as exhaustiveand should be read together with the other cautionary statement included in our Annual Report on Form 10-K for the year ended December31, 2024, subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission.Any forward-looking statement speaks only as of the date on which it was initially made. We undertake no obligation to publicly updateor revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unlessrequired by law.

Contact:

Crescendo Communications, LLC

David Waldman / Alexandra Schilt

Tel: 212-671-1020

Email: ADIL@crescendo-ir.com