{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-069028","form_type":"8-K","ticker":"ADIL","cik":"0001513525","company_name":"ADIAL PHARMACEUTICALS, INC.","filed_at":"2023-08-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.156266+00:00","generated_at":"2026-06-11T06:54:16.774879+00:00","sec_items":["2.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Adial sells Purnovate assets to related-party Adovate for $450K cash, 19.9% equity, up to $61M milestones","bullets":["Sale of Purnovate business closed June 30; buyer is a related party (former CEO, current director).","Consideration includes $450K upfront, 19.9% equity in Adovate, low single-digit royalties on net sales.","Up to ~$11M in development milestones per compound and up to $50M in commercial milestones.","Pro forma shows a gain of ~$2.5M on balance sheet and $2.05M income from discontinued ops for FY2022.","Adovate assumed Purnovate trade payables, lease, and contingent liabilities to former Purnovate shareholders."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-069028","json":"https://secwatch.observer/filing/0001213900-23-069028.json","markdown":"https://secwatch.observer/filing/0001213900-23-069028.md","text":"https://secwatch.observer/filing/0001213900-23-069028.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1513525/000121390023069028/0001213900-23-069028-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1513525/000121390023069028/ea183898-8k_adialpharm.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T06:54:16.774879+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0b9c472e85c76eb9a9b09744259a4ab08e968510","claim":"ADIAL PHARMACEUTICALS, INC. completed a disposition involving Adovate, LLC (formerly known as Adenomed, LLC) for $450,000 (closed 2023-06-30).","evidence_excerpt":"by the Company of the business of the Company’s wholly owned subsidiary, Purnovate, Inc. (the “Purnovate Sale”) for consideration including: (i) upfront cash payments totaling $450,000 upon the Option exercise; (ii) the issuance by Buyer to Company of 19.9% of the equity of Buyer; (iii) the assumption by Buyer of contingent payments due the former shareholders","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390023069028/0001213900-23-069028-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Adovate, LLC (formerly known as Adenomed, LLC)"},{"label":"Consideration","value":"$450,000"},{"label":"Closing","value":"2023-06-30"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}