ADIL / Adial Pharmaceuticals, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

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): September 2, 2025 Adial Pharmaceu

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): September 2, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

Adial Pharmaceuticals Granted a 180 Calendar Day Extension by Nasdaq to Regain Compliance with the Minimum Bid Price Rule

Exhibit 99.1 Adial Pharmaceuticals Granted a 180 Calendar Day Extension by Nasdaq to Regain Compliance with the Minimum Bid Price Rule GLEN ALLEN, Va., September 3, 2025 — 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 announc

Adial Pharmaceuticals Reports Second Quarter 2025 Financial Results and Provides Business Update

Èxhibit 99.1 Adial Pharmaceuticals Reports Second Quarter 2025 Financial Results and Provides Business Update Glen Allen, VA – August 14, 2025 – 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 provided a business update and rep

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 14, 2025 Adial Pharmaceuti

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 14, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUTICALS

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): July 31, 2025 Adial Pharmaceutica

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): July 31, 2025 Adial Pharmaceuticals, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of Incorporation or organiz

Sales Agreement, dated August 1, 2025, entered into by and between Adial Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

Exhibit 1.1 ADIAL PHARMACEUTICALS, INC.COMMON STOCK SALES AGREEMENT August 1, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company

Certificate of Amendment to Certificate of Incorporation of Adial Pharmaceuticals, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on August 1, 2025).

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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

Up to $4,983,000 of Shares of Common Stock ADIAL PHARMACEUTICALS, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276496 PROSPECTUS SUPPLEMENT (To prospectus dated January 24, 2024) Up to $4,983,000 of Shares of Common Stock ADIAL PHARMACEUTICALS, INC. We have entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.” or “the Sales Agent”), dated August 1, 2025 (the “Sales Agreement”), relating to the sale of shares of our common stock,

Amendment No. 7 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan

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 se

ADIAL PHARMACEUTICALS, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276496 PROSPECTUS SUPPLEMENT (To prospectus dated January 24, 2024) ADIAL PHARMACEUTICALS, INC. This prospectus supplement amends and supplements the information in the prospectus, dated April 18, 2024 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of the Adial Pharmaceutical, Inc. (“we”, “us” or “our”) re

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): July 14, 2025 Adial Pharmaceutica

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): July 14, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission F

Other Events

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): July 9, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☒ Def

ADIAL PHARMACEUTICALS, INC. 5,341,200 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,758,800 Shares of Common Stock Series D Warrants to Purchase up to 11,100,000 Shares of Common Stock Series E Warrants to Purchase up to 8,325,000 Sh

Filed Pursuant to Rule 424(b)(5) Registration No. 333-287826 Prospectus ADIAL PHARMACEUTICALS, INC. 5,341,200 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,758,800 Shares of Common Stock Series D Warrants to Purchase up to 11,100,000 Shares of Common Stock Series E Warrants to Purchase up to 8,325,000 Shares of Common Stock 25,183,800 Shares of Common Stock Issuable Upon Exercise

Form of Amendment No. 1 to Series B-1 Common Stock Purchase Warrant and Series C-1 Common Stock Purchase Warrant, dated June 17, 2025

Exhibit 10.2 AMENDMENT NO. 1 TO SERIES B-1 COMMON STOCK PURCHASE WARRANT AND SERIES C-1 COMMON STOCK PURCHASE WARRANT This AMENDMENT TO THE SERIES B-1 COMMON STOCK PURCHASE WARRANT and SERIES C-1 COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of June 17, 2025, by and between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund

Form of Series D Warrant

Exhibit 4.1 SERIES D COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc. Warrant Shares: Issue Date: June 18, 2025 THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder

Form of Pre-Funded Warrant

Exhibit 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc. Warrant Shares: Issue Date: June 18, 2025 Initial Exercise Date: June 18, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

Placement Agency Agreement, dated as of June 16, 2025, by and between Adial Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners, as placement agent.

Exhibit 1.1 June 16, 2025 Adial Pharmaceuticals, Inc. 4870 Sadler Road, Ste 300 Glen Allen, Virginia 23060 Dear Mr. Claiborne: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the parties hereby agree th

Form of Series E Warrant

Exhibit 4.2 SERIES E COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc. Warrant Shares: Issue Date: June 18, 2025 THIS SERIES E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder

Adial Pharmaceuticals Announces Pricing of $3.6 Million Public Offering

Exhibit 99.1 Adial Pharmaceuticals Announces Pricing of $3.6 Million Public Offering GLEN ALLEN, Va., June 17, 2025 (GLOBE NEWSWIRE) — 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 the pricing of its “reasonable bes

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): June 16, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission F

Form of Securities Purchase Agreement, dated June 17, 2025

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2025, between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☐ Def

Other Events, Shareholder Director Nominations

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): June 16, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission F

As filed with the Securities and Exchange Commission on June 13, 2025.

As filed with the Securities and Exchange Commission on June 13, 2025. Registration No. 333-287826 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADIAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 8071 82-3074668 (State or other jurisdiction of incor

June 12, 2025

June 12, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 12, 2025

June 12, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☒ Definitive Proxy Stat

Up to 6,730,376 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287679 PROSPECTUS Up to 6,730,376 Shares of Common Stock This prospectus relates to the resale from time to time of up to 6,730,376 shares of common stock, par value $0.001 per share (the “Common Stock”), of Adial Pharmaceuticals, Inc. by the Selling Stockholders identified in this prospectus (the “Selling Stockholders”), including their pledge

As filed with the Securities and Exchange Commission on June 6, 2025.

As filed with the Securities and Exchange Commission on June 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADIAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 8071 82-3074668 (State or other jurisdiction of incorporation or organization)

Form of Placement Agency Agreement by and between Adial Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners, as Placement Agent

Exhibit 1.1 [], 2025 Adial Pharmaceuticals, Inc. 4870 Sadler Road, Ste 300 Glen Allen, Virginia 23060 Dear Mr. Claiborne: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the parties hereby agree that th

Form of Series D Warrant

Exhibit 4.23 SERIES D COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc. Warrant Shares: Issue Date:, 2025 THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the earlier of (i) if p

June 6, 2025

June 6, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Pre-Funded Warrant

Exhibit 4.25 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc. Warrant Shares: Issue Date:, 2025 Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

Form of Securities Purchase Agreement

Exhibit 10.48 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2025, between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Series E Warrant

Exhibit 4.24 SERIES E COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc. Warrant Shares: Issue Date:, 2025 THIS SERIES E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the earlier of (i) if p

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Adial Pharmaceuticals, Inc.

June 5, 2025

June 5, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on May 30, 2025

As filed with the Securities and Exchange Commission on May 30, 2025 Registration No.

Form of Placement Agent Series C-1 Warrant (Incorporated by reference to Exhibit 4.21 to the Company’s Registration Statement on Form S-3, File No. 333-287679, filed with the Securities and Exchange Commission on May 30, 2025)

Exhibit 4.21 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Adial Pharmaceuticals, Inc.

Form of Placement Agent Series B-1 Warrant (Incorporated by reference to Exhibit 4.20 to the Company’s Registration Statement on Form S-3, File No. 333-287679, filed with the Securities and Exchange Commission on May 30, 2025)

Exhibit 4.20 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

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): May 23, 2025 Adial Pharmaceutical

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): May 23, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☐ Definitive Proxy Stat

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fi

Adial Pharmaceuticals Reports First Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Adial Pharmaceuticals Reports First Quarter 2025 Financial Results and Provides Business Update Glen Allen, VA – May 15, 2025 – 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 provided a business update and reporte

Financial Statements and Exhibits, Other Events, Shareholder Director Nominations

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): May 14, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUTICAL

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): May 2, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fil

Form of Series B-1 Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on May 7, 2025)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Series C-1 Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on May 7, 2025)

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Warrant Inducement Agreement by and between Adial Pharmaceuticals, Inc. and Holder (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on May 7, 2025)

EXHIBIT 10.1 Adial Pharmaceuticals, Inc. 4870 Sadler Road, Ste 300 Glen Allen, Virginia 23060 May , 2025 To the Holder of Series C Common Stock Purchase Warrants Issued on March 6, 2024 and Series B Common Stock Purchase Warrants Issued on October 24, 2023 Re: Inducement Offer to Exercise Existing Shares of Common Stock Purchase Warrants Dear Holder: Adial Pharmaceuticals, Inc. (the “Company”) is

Adial Pharmaceuticals Announces a Warrant Inducement Transaction for $2.75 Million in Gross Proceeds

EXHIBIT 99.1 Adial Pharmaceuticals Announces a Warrant Inducement Transaction for $2.75 Million in Gross Proceeds GLEN ALLEN, Va., May 02, 2025 — 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 its entry into a warran

2,369,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-278652 PROSPECTUS SUPPLEMENT (To Prospectus dated April 19, 2024) 2,369,000 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated April 19, 2024 (the “Original Prospectus”) relating to the resale from time to time of up to an aggregate of 2,369,000 shares of common

4,340,426 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275397 PROSPECTUS SUPPLEMENT (To Prospectus dated November 16, 2023) 4,340,426 Shares Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated November 16, 2023 (the “Original Prospectus”) relating to the resale from time to time of up to 4,340,426 shares of common stock, par v

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): April 28, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission

Letter from Marcum LLP, dated May 1, 2025, addressed to the Securities and Exchange Commission

Exhibit 16.1 May 1, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Adial Pharmaceuticals, Inc. under Item 4.01 of its Form 8-K dated April 28, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Adial Pharmaceuticals, Inc. c

March 27, 2025

Phone: (212) 885-5358 Fax: (917) 332-3824 Email: [email protected] March 27, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Adial Pharmaceuticals, Inc. Draft Registration Statement (DRS) on Form S-1 Submitted on March 27, 2025 CIK No. 0001513525 Dear Sir or Madam: On behalf of our client, Adial

As confidentially submitted on March 27, 2025 to the Securities and Exchange Commission. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly c

As confidentially submitted on March 27, 2025 to the Securities and Exchange Commission.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 20, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

Employment Agreement between Adial Pharmaceuticals, Inc. and Tony Goodman, effective April 1, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No 001-38323, filed with the Securities and Exchange Commission on March 21, 2025)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of April 1, 2025 (the “Effective Date”) by and between Adial Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), and Tony Goodman (the “Executive”). Recitals WHEREAS, the Company desires to employ the Executive as the Chief Operating Officer of the Company and the Executive desires to acce

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 5, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission F

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): March 4, 2025 Adial Pharmaceutica

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): March 4, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38323 ADIAL PHARMACEUTICALS, INC.

Adial Pharmaceuticals Reports 2024 Fiscal Year Financial Results and Provides Business Update

Exhibit 99.1 Adial Pharmaceuticals Reports 2024 Fiscal Year Financial Results and Provides Business Update Glen Allen, VA – March 4, 2025 – 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 provided a business update and reported

Insider Trading Policy

Exhibit 19.1 ADIAL PHARMACEUTICALS, INC. Insider Trading Policy 1. Purpose. Both the Securities and Exchange Commission (the "SEC") and Congress are very concerned about maintaining the fairness and integrity of the U.S. capital markets. The securities laws are continually reviewed and amended to prevent people from taking advantage of "inside information" and to increase the punishment for those

Adial Pharmaceuticals Receives Positive Response from FDA Meeting Regarding Proposed In Vitro Bridging Strategy for AD04 FDA feedback confirms Adial’s proposed in vitro bridging strategy to the Phase 3 formulation to fulfill the bridging requirement

Exhibit 99.1 Adial Pharmaceuticals Receives Positive Response from FDA Meeting Regarding Proposed In Vitro Bridging Strategy for AD04 FDA feedback confirms Adial’s proposed in vitro bridging strategy to the Phase 3 formulation to fulfill the bridging requirement for the 505(b)(2) regulatory registration pathway for approval Adial moves forward with manufacturing of clinical supplies for upcoming P

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): February 25, 2025 Adial Pharmaceu

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): February 25, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissi

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): January 13, 2025 Adial Pharmaceut

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): January 13, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissio

Business Development Presentation of Adial Pharmaceuticals, Inc., dated January 2025

Exhibit 99.1

December 2021 CONFIDENTIAL Medicines f or A ddi c tion Investor Presentation January 2025 This presentation includes statements that are, or may be deemed, ‘‘forward - looking statements . ’’ In some cases, these forward - looking statements can be i

Exhibit 99.1 December 2021 CONFIDENTIAL Medicines f or A ddi c tion Investor Presentation January 2025 This presentation includes statements that are, or may be deemed, ‘‘forward - looking statements . ’’ In some cases, these forward - looking statements can be identified by the use of forward - looking terminology, including the terms “believes,” “might,” estimates,” “approximately,” “expects,” “

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 8, 2025 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

Up to 5,000,000 Shares of Common Stock

424B3 1 ea0226362-424b3adialpharma.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) PROSPECTUS Registration No. 333-283968 Up to 5,000,000 Shares of Common Stock This prospectus relates to the offering and resale by Alumni Capital LP (“Alumni Capital” or the “Selling Stockholder”) of up to 5,000,000 shares (the “Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), which in

December 26, 2024

December 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Adial Pharmaceuticals, Inc.

As filed with the Securities and Exchange Commission on December 20, 2024

As filed with the Securities and Exchange Commission on December 20, 2024 Registration No.

Termination Agreement, dated as of December 13, 2024, by and between Adial Pharmaceuticals, Inc. and Alumni Capital LP

Exhibit 10.2 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Termination Agreement”), dated as of December 13, 2024 (the “Effective Date”), is entered into by and between ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, the Company and the Investor have entered into a new Purchase

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 13, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissi

Purchase Agreement, dated as of December 13, 2024, by and between Adial Pharmaceuticals, Inc. and Alumni Capital LP (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on December 18, 2024)

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of December 13, 2024 (the “Execution Date”), is entered into by and between ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, Subject to the terms and conditions set forth in this Agreement, the Company wish

As filed with the Securities and Exchange Commission on December 12, 2024

As filed with the Securities and Exchange Commission on December 12, 2024 Registration No.

Filing Fee Table (12)

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Adial Pharmaceuticals, Inc.

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): December 5, 2024 Adial Pharmaceut

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): December 5, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissio

Amended and Restated Employment Agreement between Adial Pharmaceuticals, Inc. and Cary J. Claiborne, effective as of December 5, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on December 6, 2024)

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Cary Claiborne (the “Executive”) is effective as of December 5, 2024 (the “Effective Date”) and replaces and supersedes the employment agreement between the Executive and the Company, December 7, 202

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): November 14, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissi

Confirmed relative bioavailability to the reference standard, dose proportional increases in pharmacokinetic exposure, and no food effect Marks final study needed for the upcoming FDA meeting for the Phase 3 study design and ongoing partnership discu

Exhibit 99.1 Adial Pharmaceuticals Announces Positive Topline Results from the AD04-103 Pharmacokinetics Study of AD04 for the Treatment of Alcohol Use Disorder Confirmed relative bioavailability to the reference standard, dose proportional increases in pharmacokinetic exposure, and no food effect Marks final study needed for the upcoming FDA meeting for the Phase 3 study design and ongoing partne

ADIL / Adial Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-adil093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ADIAL PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 00688A205 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUT

Amendment No. 6 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on November 12, 2024)

Exhibit 10.1 AMENDMENT NO. 6 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 as of November 12, 2024, by the Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc. (the “Company”). All capitalized terms used in this Amendment and not otherwise define

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 12, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

Separation Agreement between Adial Pharmaceuticals, Inc. and Joseph Truluck, dated November 1, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on November 5, 2024)

Exhibit 10.1 4870 Sadler Road, Ste 300 Glen Allen, VA 23060 USA +1.804.487.8196 www.adialpharma.com VIA FEDEX AND U.S. MAIL November 1, 2024 Personal and Confidential Joseph Truluck 1534A Wilhelmina Rise Honolulu, HI 96816 Re: Separation and Release Dear Joe: This letter follows up our discussion concerning your resignation of your position with Adial Pharmaceuticals, Inc. (the “Company”). In reco

Employment Agreement between Adial Pharmaceuticals, Inc. and Vinay Shah, dated November 1, 2024 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on November 5, 2024)

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of November 16, 2024 (the “Effective Date”) by and between Adial Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), and Vinay K. Shah (the “Executive”). Recitals WHEREAS, the Company desires to employ the Executive as a full-time Chief Financial Officer of the Company and the Executive de

Adial Pharmaceuticals Appoints Vinay Shah as Chief Financial Officer

Exhibit 99.1 Adial Pharmaceuticals Appoints Vinay Shah as Chief Financial Officer Glen Allen, VA – November 5, 2024 – 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 the appointment of Vinay Shah as the Company’s Chie

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): November 1, 2024 Adial Pharmaceut

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): November 1, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☒ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUTICAL

Separation Agreement between Adial Pharmaceuticals, Inc. and Dr. Bankole Johnson, dated April 22, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on April 26, 2024)

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”), dated April 22, 2024, is made by and between Adial Pharmaceuticals, Inc. (“Adial”, or the “Company”) and Dr. Bankole Johnson (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Consultant was engaged by the Company pursuant to that ce

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): April 24, 2024 Adial Pharmaceutic

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): April 24, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

2,369,000 Shares Of Common Stock

Filed Pursuant to Rule 424(b)(3) PROSPECTUS Registration No. 333-278652 2,369,000 Shares Of Common Stock This prospectus relates to the resale from time to time of up to an aggregate of 2,369,000 shares of common stock, par value $0.001 per share (the “common stock”), of Adial Pharmaceuticals, Inc. by the Selling Stockholders identified in this prospectus (the “Selling Stockholders”), including th

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): April 18, 2024 Adial Pharmaceutic

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): April 18, 2024 Adial Pharmaceuticals, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of Incorporation or organi

ADIAL PHARMACEUTICALS, INC. Up to $4,283,650 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276496 PROSPECTUS SUPPLEMENT (To prospectus dated January 24, 2024) ADIAL PHARMACEUTICALS, INC. Up to $4,283,650 Shares of Common Stock We have entered into an At The Market Offering Agreement (the “sales agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), dated April 18, 2024, relating to the sale of our common stock, $0.001 par value

At the Market Offering Agreement, dated April 18, 2024, by and between Adial Pharmaceuticals, Inc. and H.C. Wainwright & Co., LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on April 18, 2024)

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT April 18, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement and any Term

April 17, 2024

April 17, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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): April 10, 2024 Adial Pharmaceutic

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): April 10, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

As filed with the Securities and Exchange Commission on April 12, 2024.

As filed with the Securities and Exchange Commission on April 12, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADIAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 8071 82-3074668 (State or other jurisdiction of incorporation or or

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Adial Pharmaceuticals, Inc.

Clawback Policy

Exhibit 97.1 Adial Pharmaceuticals, Inc. Clawback Policy The Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is design

List of Subsidiaries of Adial Pharmaceuticals, Inc. (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (File No. 001-38323), filed with the Securities and Exchange Commission on April 1, 2024)

Exhibit 21.1 List of Subsidiaries of Adial Pharmaceuticals, Inc. Purnovate, Inc., a Delaware corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38323 ADIAL PHARMACEUTICALS, INC.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on March 6, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of New Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on March 6, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 1, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission F

Adial Pharmaceuticals Announces Exercise of Warrants for $3.5 Million Gross Proceeds

Exhibit 99.1 Adial Pharmaceuticals Announces Exercise of Warrants for $3.5 Million Gross Proceeds CHARLOTTESVILLE, VA / ACCESSWIRE / March 1, 2024 / 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 the entry into a def

Form of Warrant Inducement Agreement dated March 1, 2024 by and between Adial Pharmaceuticals, Inc. and Holder. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on March 6, 2024)

Exhibit 10.1 ADIAL PHARMACEUTICALS, INC. March 1, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Adial Pharmaceuticals, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per shar

US00688A2050 / ADIAL PHARMACEUTICALS INC / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

$100,000,000 ADIAL PHARMACEUTICALS, INC. Common Stock Preferred Stock Debt Securities

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276496 PROSPECTUS $100,000,000 ADIAL PHARMACEUTICALS, INC. Common Stock Preferred Stock Debt Securities Warrants Units We may, from time to time, offer and sell up to $100,000,000 of any combination of our common stock, par value $0.001 (the “common stock”), preferred stock, par value $0.001 (the “preferred stock”), debt securities, warrants or

January 22, 2024

January 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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): January 17, 2024 Adial Pharmaceut

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): January 17, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissio

Adial Announces Appointment of Tony Goodman as Chief Operating Officer Highly Experienced Pharma Commercial and Business Development Executive in Addiction Treatment Space Joins Leadership Team While Continuing as Board Member

Exhibit 99.1 Adial Announces Appointment of Tony Goodman as Chief Operating Officer Highly Experienced Pharma Commercial and Business Development Executive in Addiction Treatment Space Joins Leadership Team While Continuing as Board Member Charlottesville, VA, – Jan. xx, 2024 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or the “Company”), a clinical-stage biopharmaceutical company

Statement of Work #2, dated January 17, 2024, to Master Services Agreement between Adial Pharmaceuticals, Inc. and The Keswick Group, LLC, dated March 15, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on January 18, 2024)

Exhibit 10.2 Attachment “A” Statement of Work #2 This Statement of Work #2 dated January 17, 2024 (this “SOW#2”) and all services performed hereunder shall be governed by and incorporated by reference into the terms and conditions of that certain Master Services Agreement and SOW#1 dated March 15, 2023 (collectively, the “Agreement”) between Adial Pharmaceuticals, Inc. (“Company”) and The Keswick

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): January 11, 2024 Adial Pharmaceut

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): January 11, 2024 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissio

Form of Indenture

Exhibit 4.3 ADIAL PHARMACEUTICALS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Sec

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Adial Pharmaceuticals, Inc.

As filed with the Securities and Exchange Commission on January 12, 2024

As filed with the Securities and Exchange Commission on January 12, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☐ Definitive Proxy Stat

Filing Fee Table (11)

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Adial Pharmaceuticals, Inc.

As filed with the Securities and Exchange Commission on December 12, 2023

As filed with the Securities and Exchange Commission on December 12, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☒ Definitive Proxy Stat

Adial Pharmaceuticals Regains Compliance with Nasdaq Listing Requirement

Exhibit 99.1 Adial Pharmaceuticals Regains Compliance with Nasdaq Listing Requirement Charlottesville, VA – November 29, 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 Nasda

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): November 29, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): November 21, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☐ Definitive Proxy Stat

4,340,426 Shares Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275397 4,340,426 Shares Common Stock This prospectus relates to the resale from time to time of up to 4,340,426 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Adial Pharmaceuticals, Inc. by the selling stockholders identified in this prospectus (the “Selling Stockholders”), including their pledgees, assig

VIA EDGAR

November 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Adial Pharmaceuticals Reports Third Quarter 2023 Financial Results and Provides Business Update Advancing Discussions with Potential Strategic Partners Received Frost & Sullivan’s 2023 North American Precision Medicine for Addiction Disorders Technol

Exhibit 99.1 Adial Pharmaceuticals Reports Third Quarter 2023 Financial Results and Provides Business Update Advancing Discussions with Potential Strategic Partners Received Frost & Sullivan’s 2023 North American Precision Medicine for Addiction Disorders Technology Innovation Leadership Award Closed $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules; Extends Cash Runway into Q4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUT

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Adial Pharmaceuticals, Inc.

As filed with the Securities and Exchange Commission on November 8, 2023.

As filed with the Securities and Exchange Commission on November 8, 2023. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADIAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 8071 82-3074668 (State or other jurisdiction of incorporation or

Amendment No. 5 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on November 6, 2023)

Exhibit 10.1 AMENDMENT NO. 5 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 as of September 29, 2023, by the Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc. (the “Company”). All capitalized terms used in this Amendment and not otherwise defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 2, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissio

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25/A AMENDMENT NO. 1 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25/A AMENDMENT NO. 1 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38323 CUSIP NUMBER 00688A 205 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ☒ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 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 17, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO.1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO.1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIA

Form of Securities Purchase Agreement, dated October 19, 2023, by and between Adial Pharmaceuticals, Inc. and the Purchaser signatory thereto* (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on October 24, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2023, between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on October 24, 2023)

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Registration Rights Agreement, dated October 19, 2023, by and between Adial Pharmaceuticals, Inc. and the Purchaser signatory thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on October 24, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 19, 2023, by and between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Secur

Form of Series A Purchase Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on October 24, 2023)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on October 24, 2023)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Adial Pharmaceuticals Announces Closing of $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Exhibit 99.2 Adial Pharmaceuticals Announces Closing of $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules CHARLOTTESVILLE, VA, October 24, 2023 / 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

Form of Series B Purchase Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on October 24, 2023)

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 19, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissio

Adial Pharmaceuticals Announces $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Exhibit 99.1 Adial Pharmaceuticals Announces $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules CHARLOTTESVILLE, VA, October 20, 2023 / 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 has ente

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☒ Definitive Proxy Stat

ADIAL PHARMACEUTICALS, INC. FINANCIAL STATEMENTS

Exhibit 99.1 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein.

Financial Statements and Exhibits, Other Events

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): September 26, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 18, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commiss

Final Acquisition Agreement, dated September 18, 2023, by and between Adovate LLC and Adial Pharmaceuticals, Inc. (Incorporated by reference to Exhibit 2.3 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on September 21, 2023)

Exhibit 2.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FINAL ACQUISITION AGREEMENT This Final Acquisition Agreement, dated as of September 18, 2023 (this “Agreement”), is a legally binding agreement to memorialize the sale by PURNOVAT

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): September 11, 2023 Adial Pharmace

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): September 11, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commiss

December 2021 CONFIDENTIAL Medicines f or A ddi c tion H.C. Wainwright Global Investment Conference September 11, 2023 CONFIDENTIAL This presentation includes statements that are, or may be deemed, ‘‘forward - looking statements.’’ In some cases, the

Exhibit 99.1 December 2021 CONFIDENTIAL Medicines f or A ddi c tion H.C. Wainwright Global Investment Conference September 11, 2023 CONFIDENTIAL This presentation includes statements that are, or may be deemed, ‘‘forward - looking statements.’’ In some cases, these forward - l ooking statements can be identified by the use of forward - looking terminology, including the terms “believes,” “might,”

Adial Pharmaceuticals Regains Compliance with Nasdaq Listing Requirements

Exhibit 99.1 Adial Pharmaceuticals Regains Compliance with Nasdaq Listing Requirements Charlottesville, VA – August 23, 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

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 21, 2023 Adial Pharmaceuti

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 21, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission

Adial Pharmaceuticals Reports Second Quarter 2023 Financial Results and Provides Business Update Reported Positive Feedback from US and EU Regulatory Meetings Sale of Purnovate Significantly Reduces Cash Burn Rate

Exhibit 99.1 Adial Pharmaceuticals Reports Second Quarter 2023 Financial Results and Provides Business Update Reported Positive Feedback from US and EU Regulatory Meetings Sale of Purnovate Significantly Reduces Cash Burn Rate Charlottesville, VA – August 21, 2023 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or the “Company”), a clinical-stage biopharmaceutical company focused on d

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 21, 2023 Adial Pharmaceuti

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 21, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUTICALS

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): June 30, 2023 Adial Pharmaceutica

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): June 30, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission F

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements of Adial Pharmaceuticals, Inc. (the “Company”). Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us,” and “our” r

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38323 CUSIP NUMBER 00688A 205 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ☒ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo

Certificate of Amendment to Certificate of Incorporation of Adial Pharmaceuticals, Inc. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on August 4, 2023)

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 08:03 AM 08/03/2023 FILED 08:03 AM 08/03/2023 SR 20233153666 - File Number 6439279 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 S

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 3, 2023 Adial Pharmaceutic

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 3, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission

Adial Pharmaceuticals Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price Requirement and Reduce the Public Float Common Stock Will Begin Trading on Split-Adjusted Basis on August 7, 2023

Exhibit 99.1 Adial Pharmaceuticals Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price Requirement and Reduce the Public Float Common Stock Will Begin Trading on Split-Adjusted Basis on August 7, 2023 Charlottesville, VA – August 4, 2023 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or the “Company”), a clinical-stage biopharmaceutical company focused

Up to 1,740,990 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) PROSPECTUS Registration No. 333-272846 Up to 1,740,990 Shares of Common Stock This prospectus relates to the offering and resale by Alumni Capital LP (“Alumni Capital” or the “Selling Stockholder”) of up to 1,740,990 shares (the “Shares”) of our common stock, par value $0.001 per share, which includes 199,620 shares of our common stock issued to the Selling Stockho

July 25, 2023

July 25, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on July 13, 2023

As filed with the Securities and Exchange Commission on July 13, 2023 Registration No.

*****

1271 Avenue of the Americas | New York, New York 10020 Blankrome.com July 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Re: Adial Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed June 23, 2023 File No. 333-272846 Dear Ms. Polynice: On behalf of our client, Adial P

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): July 7, 2023 Adial Pharmaceutical

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): July 7, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on June 22, 2023

As filed with the Securities and Exchange Commission on June 22, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Adial Pharmaceuticals, Inc.

December 2021 CONFIDENTIAL Medicines f or A ddi c tion June 9, 2023 CONFIDENTIAL Jefferies Healthcare Conference This presentation includes statements that are, or may be deemed, ‘‘forward - looking statements.’’ In some cases, these forward - lookin

Exhibit 99.1 December 2021 CONFIDENTIAL Medicines f or A ddi c tion June 9, 2023 CONFIDENTIAL Jefferies Healthcare Conference This presentation includes statements that are, or may be deemed, ‘‘forward - looking statements.’’ In some cases, these forward - looking statements can be identified by the use of forward - looking terminology, including the terms “believes,” “might,” estimates,” “approxi

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): June 9, 2023 Adial Pharmaceutical

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): June 9, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission Fi

Purchase Agreement, dated as of May 31, 2023, by and between Adial Pharmaceuticals, Inc. and Alumni Capital LP (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on June 2, 2023)

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2023, by and between ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wish

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 31, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fi

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): May 19, 2023 Adial Pharmaceutical

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): May 19, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fi

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): May 12, 2023 Adial Pharmaceutical

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): May 12, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fi

Adial Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Business Update Conducted meetings with U.S. and select European regulatory agencies Received Notice of Exercise and upfront cash of $0.45 million from Advocate for the s

Exhibit 99.1 Adial Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Business Update Conducted meetings with U.S. and select European regulatory agencies Received Notice of Exercise and upfront cash of $0.45 million from Advocate for the sale of Purnovate assets and business Ended 2023 first quarter with cash and cash equivalents of $2.3 million Charlottesville, VA – May 12

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUTICAL

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): May 8, 2023 Adial Pharmaceuticals

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): May 8, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission Fil

Adial Pharmaceuticals Receives Notice of Exercise from Adovate for the Acquisition of Purnovate’s Assets and Business Adial to receive potential development and commercial milestone payments of up to $83 million on the first three compounds plus 19.9

Exhibit 99.1 Adial Pharmaceuticals Receives Notice of Exercise from Adovate for the Acquisition of Purnovate’s Assets and Business Adial to receive potential development and commercial milestone payments of up to $83 million on the first three compounds plus 19.9% equity stake and ongoing royalties Charlottesville, VA – May 10, 2023 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or t

Option Exercise Agreement, dated May 8, 2023, by and between Adovate LLC and Adial Pharmaceuticals, Inc. (Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on May 10, 2023)

Exhibit 2.2 1180 Seminole Tr., Suite 495 Charlottesville, VA 22901 +1 (434) 202-2525 www.adenomed.com May 8, 2023 Cary Claiborne Chief Executive Officer Adial Pharmaceuticals, Inc. 1180 Seminole Tr., Ste. 495 Charlottesville, VA 22901 RE: Notice of Option Exercise Dear Mr. Claiborne, Reference is made to that certain Option Agreement to acquire the business of Purnovate, Inc. (“Option Agreement”),

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): April 12, 2023 Adial Pharmaceutic

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): April 12, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

Adial Pharmaceuticals Reports 2022 Fiscal Year Financial Results and Provides Business Update Secured meetings with U.S. and European regulatory agencies Advancing partnership activities in both the U.S. and Europe Ended 2022 fiscal year with cash an

Exhibit 99.1 Adial Pharmaceuticals Reports 2022 Fiscal Year Financial Results and Provides Business Update Secured meetings with U.S. and European regulatory agencies Advancing partnership activities in both the U.S. and Europe Ended 2022 fiscal year with cash and cash equivalents of $4.0 million Charlottesville, VA – March 30, 2023 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or t

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 30, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

List of Subsidiaries of Adial Pharmaceuticals, Inc. (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (File No. 001-38323), filed with the Securities and Exchange Commission on March 30, 2023)

Exhibit 21.1 List of Subsidiaries of Adial Pharmaceuticals, Inc. Purnovate, Inc., a Delaware corporation

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38323 ADIAL PHARMACEUTICALS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): March 15, 2023 Adial Pharmaceutic

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): March 15, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commission

Master Services Agreement between Adial Pharmaceuticals, Inc. and The Keswick Group, LLC, dated March 15, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 001-38323, as filed by the Registrant with the Securities and Exchange Commission on March 21, 2023.

Exhibit 10.1 MASTER SERVICES AGREEMENT This Services Agreement (this “Agreement”) is entered into effective March 15, 2023 (the “Effective Date”) by and between Adial Pharmaceuticals, Inc., a Delaware corporation with a business address at 1180 Seminole Trail, Suite 495, Charlottesville, VA 22901-5739 and its subsidiaries and affiliates (collectively, “Company”), and The Keswick Group, LLC, with a

Adial Pharmaceuticals Engages The Keswick Group to Advance Partnering Activities for the Clinical Development of AD04 for Alcohol Use Disorder The Keswick Group is led by experienced pharmaceutical business development executive, Tony Goodman

Exhibit 99.1 Adial Pharmaceuticals Engages The Keswick Group to Advance Partnering Activities for the Clinical Development of AD04 for Alcohol Use Disorder The Keswick Group is led by experienced pharmaceutical business development executive, Tony Goodman Charlottesville, VA, March 21, 2023 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or the “Company”), a clinical-stage biopharmace

December 2021 CONFIDENTIAL AD04 Business Update March 7, 2023 CONFIDENTIAL Recent History • Results from the Phase 3 ONWARD trial were released in July 2022. The trial missed its primary endpoint. • The trial showed statistical significance in a pre

Exhibit 99.2 December 2021 CONFIDENTIAL AD04 Business Update March 7, 2023 CONFIDENTIAL Recent History • Results from the Phase 3 ONWARD trial were released in July 2022. The trial missed its primary endpoint. • The trial showed statistical significance in a pre - defined patient group, which created an opportunity to course correct. • After further analyzing the clinical data, we found specific p

Adial Pharmaceuticals Provides Update on Regulatory Strategy for AD04 for Treatment of Alcohol Use Disorder Company to pursue path toward U.S. and European approvals; Type C meeting with FDA confirmed for Q2 2023; plans in place to meet with multiple

Exhibit 99.1 Adial Pharmaceuticals Provides Update on Regulatory Strategy for AD04 for Treatment of Alcohol Use Disorder Company to pursue path toward U.S. and European approvals; Type C meeting with FDA confirmed for Q2 2023; plans in place to meet with multiple European regulatory authorities Adial in discussions with potential pharma partners Conference call to be held at 8:15 a.m. EST tomorrow

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): March 6, 2023 Adial Pharmaceutica

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): March 6, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

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): February 28, 2023 Adial Pharmaceu

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): February 28, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissi

Financial Statements and Exhibits, Other Events

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): February 24, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

Adial Pharmaceuticals Announces Closing of $0.75 Million At-The-Market Registered Direct Offering

Exhibit 99.1 Adial Pharmaceuticals Announces Closing of $0.75 Million At-The-Market Registered Direct Offering Charlottesville, VA, Feb. 27, 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 the closing of

1,829,269 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-237793 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 30, 2020) 1,829,269 Shares of Common Stock We are offering 1,829,269 shares of our common stock, par value $0.001 per share (the “common stock”) directly to investors pursuant to this prospectus supplement and the accompanying prospectus. We will sell to the investors the shares of com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Adial Pharmaceuticals Announces Pricing of $0.75 Million At-The-Market Registered Direct Offering

Exhibit 99.1 Adial Pharmaceuticals Announces Pricing of $0.75 Million At-The-Market Registered Direct Offering Charlottesville, VA, Feb. 24, 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 has en

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on February 24, 2023)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): February 23, 2023 Adial Pharmaceu

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): February 23, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissi

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on February 23, 2023)

Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2023 (the “Effective Date”), between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITA

Voting Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on February 23, 2023)

Exhibit 10.3 FORM OF VOTING AGREEMENT This Voting Agreement (this “Voting Agreement”) is being delivered to you in connection with an understanding by and between Adial Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto. The Holder agrees to vote all shares of Common Stock it beneficially owns on and after February 23, 2023,

Placement Agency Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on February 23, 2023)

Exhibit 10.2 JOSEPH GUNNAR & CO., LLC 30 Broad Street, 11th Floor New York, NY 10004 PLACEMENT AGENCY AGREEMENT February 23, 2023 Adial Pharmaceuticals, Inc. 1180 Seminole Trail, Suite 495 Charlottesville, VA 22901 Attn: Cary J. Claiborne, Chief Executive Officer Mr. Claiborne: This agreement (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement Agent”) and A

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): February 21, 2023 Adial Pharmaceu

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): February 21, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

Adial Pharmaceuticals Confirms Scheduling of Meetings with FDA and European Regulatory Agencies to Advance Clinical Development of AD04 for Alcohol Use Disorder Type C meeting with FDA set for Second Quarter Plans in Place to Meet with Multiple Regul

Exhibit 99.1 Adial Pharmaceuticals Confirms Scheduling of Meetings with FDA and European Regulatory Agencies to Advance Clinical Development of AD04 for Alcohol Use Disorder Type C meeting with FDA set for Second Quarter Plans in Place to Meet with Multiple Regulatory Agencies Throughout Europe Charlottesville, VA, Feb. 21, 2023 – Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or the “

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 27, 2023 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissio

Amendment 6 to Employment Agreement effective as of the January 27, 2023 by and between Adial Pharmaceuticals, Inc. and William B. Stilley, III (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on February 1, 2023)

Exhibit 10.1 AMENDMENT 6 TO EMPLOYMENT AGREEMENT This Amendment 6 (this “Amendment”) effective as of the 27th day of January, 2023 amends the Employment Agreement, dated July 31, 2018, as amended (the “Agreement”), by and between Adial Pharmaceuticals, Inc. (the “Company”), and William B. Stilley, III (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned

Option Agreement for the Acquisition of Purnovate, Inc. by Adenomed, LLC dated as of January 27, 2023 (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on February 1, 2023)

EX-2.1 2 ea172518ex2-1adialpharma.htm OPTION AGREEMENT FOR THE ACQUISITION OF PURNOVATE, INC. BY ADENOMED, LLC DATED AS OF JANUARY 27, 2023 Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OPTION AGREEMENT FOR THE ACQUISITION OF

Adial Pharmaceuticals Enters Into Option Agreement for Sale of Purnovate Assets to Adenomed Adial to focus on late-stage clinical development for AD04 for alcohol use disorder; potential sale of Purnovate to new company formed by former Adial CEO and

EX-99.1 4 ea172518ex99-1adialpharma.htm PRESS RELEASE ISSUED BY ADIAL PHARMACEUTICALS, INC. Exhibit 99.1 Adial Pharmaceuticals Enters Into Option Agreement for Sale of Purnovate Assets to Adenomed Adial to focus on late-stage clinical development for AD04 for alcohol use disorder; potential sale of Purnovate to new company formed by former Adial CEO and current Purnovate CEO, William Stilley Poten

Adial Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Business Update Advancing submission of AD04 ONWARD™ phase 3 results to regulatory agencies Actively exploring potential partnership opportunities for AD04 and Purnovate

Exhibit 99.1 Adial Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Business Update Advancing submission of AD04 ONWARD? phase 3 results to regulatory agencies Actively exploring potential partnership opportunities for AD04 and Purnovate compounds Promoted Cary Claiborne to President and Chief Executive Officer Charlottesville, VA ? November 14, 2022 ? Adial Pharmaceutical

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware 001-38323 82-3074668 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUT

Calculation of Filing Fee Tables Form S-8 (Form Type) Adial Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Adial Pharmaceuticals, Inc.

As filed with the Securities and Exchange Commission on October 21, 2022

As filed with the Securities and Exchange Commission on October 21, 2022 Registration No.

Amendment No. 4 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on October 13, 2022)

Exhibit 10.1 AMENDMENT NO. 4 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 day of September 1, 2022, by the Board of Directors (the ?Board?) of Adial Pharmaceuticals, Inc. (the ?Company?). All capitalized terms used in this Amendment and not otherwise

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): October 13, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissio

Adial Pharmaceuticals Announces Positive In Vivo Data for Purnovate’s PNV-5030 as a Potential Treatment for Chronic Pain PNV-5030 significantly reduced pain compared to both placebo and acetaminophen

Exhibit 99.1 An Adial Company Adial Pharmaceuticals Announces Positive In Vivo Data for Purnovate?s PNV-5030 as a Potential Treatment for Chronic Pain PNV-5030 significantly reduced pain compared to both placebo and acetaminophen Charlottesville, VA ? September 26, 2022 ? Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (?Adial? or the ?Company?), today announced that Purnovate, Inc., a subsidiar

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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): September 26, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commiss

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): September 13, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commiss

Letter from Friedman LLP, dated September 14, 2022, addressed to the Securities and Exchange Commission

Exhibit 16.1 September 14, 2022 Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, D.C. 20549 Re: Adial Pharmaceuticals, Inc. Commission File Number 001-38323 Dear Sir: We have read the statements made by Adial Pharmaceuticals, Inc. under Item 4.01 of its Form 8-K dated September 14, 2022. We agree with the statements concerning our firm in such Form 8-K

Amendment, dated September 8, 2022, to Consulting Agreement between Adial Pharmaceuticals, Inc. and Dr. Bankole A. Johnson, dated March 24, 2019, as amended on March 22, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on September 13, 2022)

Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT TO CONSULTING AGREEMENT This Amendment (this ?Amendment?) effective as of the 8th day of September, 2022 to the Consulting Agreement, dated March 24, 2019, as amended March 2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 8, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissi

Adial Pharmaceuticals Announces Positive In-Vivo Non-clinical Data with Purnovate’s PNV-6005 as a Potential Treatment for Ulcerative Colitis PNV-6005 significantly reduced both weight loss and colon damage in ulcerative colitis animal model

Exhibit 99.1 Adial Pharmaceuticals Announces Positive In-Vivo Non-clinical Data with Purnovate?s PNV-6005 as a Potential Treatment for Ulcerative Colitis PNV-6005 significantly reduced both weight loss and colon damage in ulcerative colitis animal model Charlottesville, VA ? September 6, 2022 ? Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (?Adial? or the ?Company?), today announced that Purno

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): September 6, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commissi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 31, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ? Definitive Proxy Stat

Amendment to Employment Agreement, dated as of August 22, 2022, between Adial Pharmaceuticals, Inc. and Cary J. Claiborne (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on August 23, 2022)

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) effective as of the 22nd day of August, 2022 to the Employment Agreement, entered into as of December 7, 2021(the ?Employment Agreement?), by and between Adial Pharmaceuticals, Inc. (the ?Company?) and Cary J. Claiborne (the ?Executive?). Capitalized terms used herein without definition shall have the meanings assigne

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 18, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

Amendment to Employment Agreement, dated as of August 22, 2022, between Adial Pharmaceuticals, Inc. and William B. Stilley (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, File No. 001-38323, filed with the Securities and Exchange Commission on August 23, 2022)

EX-10.2 3 ea164799ex10-2adial.htm AMENDMENT TO EMPLOYMENT AGREEMENT, DATED AS OF AUGUST 22, 2022, BETWEEN ADIAL PHARMACEUTICALS, INC. AND WILLIAM B. STILLEY Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) dated as of the 22nd day of August, 2022 amends the Employment Agreement, dated July 31, 2018, as amended (the “Agreement”), by and between Adial Pharmaceuticals,

Adial Pharmaceuticals Provides Business Update and Reports Second Quarter 2022 Financial Results Reported positive topline results for ONWARD™ Phase 3 trial of AD04 for the treatment of Alcohol Use Disorder Pursuing submission of ONWARD™ results with

Exhibit 99.1 Adial Pharmaceuticals Provides Business Update and Reports Second Quarter 2022 Financial Results Reported positive topline results for ONWARD? Phase 3 trial of AD04 for the treatment of Alcohol Use Disorder Pursuing submission of ONWARD? results with both European and U.S. regulatory agencies Actively exploring potential partnership opportunities for AD04 Ended second quarter with cas

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 16, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38323 ADIAL PHARMACEUTICALS

ADIAL PHARMACEUTICALS ANNOUNCES TOPLINE RESULTS FOR ONWARD™ PHASE 3 TRIAL FOR AD04 IN PATIENTS WITH ALCOHOL USE DISORDER AD04 achieved statistically significant mean reduction in heavy drinking days among pre-specified group of heavy drinkers, compar

Exhibit 99.1 ADIAL PHARMACEUTICALS ANNOUNCES TOPLINE RESULTS FOR ONWARD™ PHASE 3 TRIAL FOR AD04 IN PATIENTS WITH ALCOHOL USE DISORDER AD04 achieved statistically significant mean reduction in heavy drinking days among pre-specified group of heavy drinkers, compared to placebo, with an approximately 79% reduction from baseline drinking AD04 demonstrated statistically significant difference in AUD s

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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): July 20, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission F

ADIAL PHARMACEUTICALS ANNOUNCES DATABASE LOCK FOR THE ONWARD™ PHASE 3 CLINICAL TRIAL EXPECTS RELEASE OF TOP-LINE DATA IN JULY

Exhibit 99.1 ADIAL PHARMACEUTICALS ANNOUNCES DATABASE LOCK FOR THE ONWARD? PHASE 3 CLINICAL TRIAL EXPECTS RELEASE OF TOP-LINE DATA IN JULY Charlottesville, VA ? June 27, 2022 ? 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, t

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): June 27, 2022 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission F

Calculation of Filing Fees Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Adial Pharmaceuticals, Inc.

Calculation of Filing Fees Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Adial Pharmaceuticals, Inc.