---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-014138"
form_type: "8-K"
ticker: "ADIL"
cik: "0001513525"
company_name: "ADIAL PHARMACEUTICALS, INC."
filed_at: "2023-02-24T23:59:59+00:00"
generated_at: "2026-06-19T00:41:04.715597+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Adial Pharmaceuticals prices $0.75M registered direct offering at $0.41/share

## Summary
- Sold 1,829,269 shares at $0.41 each to an institutional investor for ~$750,000 gross proceeds.
- Net proceeds estimated at ~$550,000 after placement agent fees and expenses; used for working capital.
- Placement agent Joseph Gunnar & Co. receives 10% fee and warrant to purchase 182,927 shares at $0.41.
- Offering expected to close Feb 24, 2023; shares registered under existing S-3 shelf registration statement.
- Also entered voting agreement with investor for next stockholder meeting.

## SEC filing metadata
- accession: 0001213900-23-014138
- form_type: 8-K
- ticker: ADIL
- cik: 0001513525
- company_name: ADIAL PHARMACEUTICALS, INC.
- filed_at: 2023-02-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1513525/000121390023014138/0001213900-23-014138-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1513525/000121390023014138/ea174187-8k_adialpharma.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-014138
- JSON: https://secwatch.observer/filing/0001213900-23-014138.json
- Plain text: https://secwatch.observer/filing/0001213900-23-014138.txt

## Key facts
- Material Agreements
  ADIAL PHARMACEUTICALS, INC. entered into Placement Agency Agreement with Joseph Gunnar & Co., LLC (effective 2023-02-23).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Joseph Gunnar & Co., LLC
  - Effective: 2023-02-23
  source text: The Registered Offering was also conducted pursuant to a placement agency agreement, dated February 23, 2023 (the “Placement Agency Agreement”), by and between the Company and Joseph Gunnar & Co., LLC (the “Placement Agent”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390023014138/0001213900-23-014138-index.htm
- Material Agreements
  ADIAL PHARMACEUTICALS, INC. entered into Voting Agreement with the Investor (effective 2023-02-23).
  - Action: entry
  - Counterparty: the Investor
  - Effective: 2023-02-23
  source text: The Company also entered into a voting agreement (the “Voting Agreement”) with the Investor, pursuant to which the Investor agrees to vote all shares of Common Stock that it beneficially owns on and after February 23, 2023 with respect to all of the proposals presented by the Company to the stockholders of the Company at the Company’s next meeting of its stockholders, including at every adjournment or postponement thereof, or any subsequent meeting of its stockholders duly called for the same or similar purposes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390023014138/0001213900-23-014138-index.htm
- Material Agreements
  ADIAL PHARMACEUTICALS, INC. entered into Purchase Agreement with an accredited institutional investor valued at approximately $750,000 (effective 2023-02-23).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an accredited institutional investor
  - Value: approximately $750,000
  - Effective: 2023-02-23
  source text: entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited institutional investor (the “Investor”) providing for the issuance of 1,829,269 shares (the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”). Pursuant to the Purchase Agreement, the Investor is purchasing the Shares for an aggregate purchase price of approximately $750,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390023014138/0001213900-23-014138-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.