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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 1, 2025
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-38323 | 82-3074668 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4870 Sadler Road, Suite 300
Glen Allen, VA 23060
(Address of principal executive offices and zip code)
(804) 487-8196
(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 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, par value $0.001 per share | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2025, Adial Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 7 to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock, par value $0.001 per share (“Common Stock”) that the Company will have authority to grant under the plan from 2,000,000 to 5,000,000. A description of the 2017 Equity Incentive Plan, as amended, is set forth in the Company’s definitive revised proxy statement on Schedule 14A for the Annual Meeting, which was filed on June 27, 2025 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “Proposal 7—Approval of the Plan Increase Proposal,” which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 7 to the 2017 Equity Incentive Plan, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 1, 2025, the Company’s stockholders approved a proposal at the Annual Meeting to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), at the discretion of our Board, to increase to the authorized number of shares of the Company’s Common Stock, from 50,000,000 to 100,000,000 (the “Authorized Increase”). Following such approval and the approval of the Board at a meeting of the Board held on August 1, 2025, 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 Authorized Increase, with an effective time of 4:00 p.m. Eastern Time on August 1, 2025.
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 5.07. Submission of Matters to a Vote of Security Holders.
On August 1, 2025, at the Annual Meeting, the Company’s stockholders voted on the following eight (8) proposals and votes were cast as described below. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4, 5, 6, 7, and 8 as set forth in the Definitive Proxy Statement are as follows:
Proposal 1 - Election of Directors
The following two (2) individuals were re-elected as Class I directors, each to serve a three-year term expiring at the Company’s 2028 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified with the following votes:
| Name of Director | Votes For | Withheld | Broker Non-Votes | |||
| (1) Kevin Schuyler | 1,475,557 | 124,019 | 2,849,163 | |||
| (2) Tony Goodman | 1,504,799 | 94,777 | 2,849,163 |
Proposal 2 - Ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
The stockholders ratified and approved the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025, based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,096,571 | 182,925 | 169,243 | 0 |
Proposal 3 – Approval, of the issuance of up to an aggregate of 6,730,376 shares of Common Stock upon the exercise of our Series B-1 Common Stock purchase warrants, Series C-1 Common Stock purchase warrants and placement agent warrants issued in connection with our private placement offering that closed on May 5, 2025, that may be equal to or exceed 20% of our Common Stock outstanding before such offering.
The stockholders approved, the issuance of the common stock upon exercise of the Series B-1 and Series C-1Warrants, based on the votes below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,331,365 | 192,560 | 75,650 | 2,849,163 |
Proposal 4 - Approval, the issuance of up to an aggregate of 19,425,000 shares of Common Stock upon the exercise of our Series D Common Stock purchase warrants and Series E Common Stock purchase warrants issued in connection with our offering that closed on June 18, 2025, that may be equal to or exceed 20% of our Common Stock outstanding before such offering
The stockholders approved, the issuance of the common stock upon exercise of the Series D and Series E Warrants, based on the votes below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,335,909 | 177,406 | 86,260 | 2,849,163 |
Proposal 5 – Approval of an amendment to the Certificate of Incorporation, in substantially the form attached to the Definitive Proxy Statement as Appendix A, to effect a reverse stock split with respect to the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for-2 to 1-for-25 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement, subject to the authority of the Board to abandon such amendment.
The Stockholders approved the amendment to the Certificate of Incorporation to effect a reverse stock split based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,700,413 | 625,996 | 122,328 | 0 |
Proposal 6 – Approval of an amendment to the Certificate of Incorporation, in substantially the form attached to the Definitive Proxy Statement as Appendix B, at the discretion of our Board, to increase the authorized number of shares of the Company’s Common Stock, from 50,000,000 to 100,000,000 (the “Authorized Increase Proposal”).
The Stockholders approved the Amendment based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,689,060 | 638,665 | 121,013 | 0 |
As disclosed above under Item 5.03, the Board approved, at a meeting of the Board held on August 1, 2025, the filing of the Amendment on August 1, 2025 with the Secretary of State of the State of Delaware to effect the Authorized Increase, with an effective time of 4:00 p.m. Eastern Time on August 1, 2025.
Proposal 7 - Approval of an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of shares of Common Stock authorized for grant under the plan from 2,000,000 to 5,000,000
The stockholders approved the amendment (Amendment No. 7) to the Company’s 2017 Equity Incentive Plan to increase the number of shares of Common Stock authorized for grant under the 2017 Equity Incentive Plan from 2,000,000 to 5,000,000 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,375,623 | 160,563 | 64,391 | 2,849,162 |
Proposal 8 – Approval of a proposal to adjourn the 2025 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal, the Authorized Increase Proposal, the May Warrant Exercise Proposal and/or the June Warrant Exercise Proposal.
The Stockholders approved the adjournment of 2025 Annual Meeting based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,793,622 | 537,441 | 117,674 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Adial Pharmaceuticals, Inc. | |
| 10.1 | Amendment No. 7 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded 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: August 1, 2025 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
ADIAL 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 a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Certificate of Incorporation of the Corporation as follows:
3. Paragraph A to ARTICLE IV of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
“A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is One Hundred and Five Million (105,000,000) shares. One Hundred Million (100,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Five Million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($0.001).”
4. The foregoing amendment was duly adopted in accordance with 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 August 1, 2025 at 4:00 p.m. Eastern Time.
[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 this 1st day of August, 2025.
| ADIAL PHARMACEUTICALS, INC. | ||
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 7 TO
THE
ADIAL PHARMACEUTICALS, INC.
2017 EQUITY INCENTIVE PLAN
This amendment (the “Amendment”) to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “Plan”), is hereby adopted this 1st day of August, 2025, by Adial Pharmaceuticals, Inc. (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Plan.
WITNESSETH:
WHEREAS, the Company adopted the Plan for the purposes set forth therein; and
WHEREAS, pursuant to Section 15 of the Plan, the Board of Directors has the right to amend the Plan with respect to certain matters, provided that any material increase in the number of Shares available under the Plan shall be subject to stockholder approval; and
WHEREAS, the Board of Directors has approved and authorized this Amendment to the Plan and has recommended that the stockholders of the Company approve this Amendment;
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:
1. Section 4(a) of the Plan is hereby amended by increasing the share references in such section from 2,000,000 to 5,000,000, so that Section 4(a) reads in its entirety as follows:
“(a) Shares Available for Awards. The maximum aggregate number of shares of Company Stock reserved for issuance under the Plan (all of which may be granted as Incentive Stock Options) shall be five million (5,000,000) shares. Shares reserved under the Plan may be authorized but unissued Company Stock or authorized and issued Company Stock held in the Company’s treasury. The Compensation Committee may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares pursuant to the Plan.”
2. Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect
The foregoing is hereby acknowledged as being the Amendment to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan, as adopted by the Board of Directors on June 26, 2025, and approved by the Company’s stockholders on August 1, 2025.
| ADIAL PHARMACEUTICALS, INC. | ||
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |