---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-070642"
form_type: "8-K"
ticker: "ADIL"
cik: "0001513525"
company_name: "ADIAL PHARMACEUTICALS, INC."
filed_at: "2025-08-01T23:59:59+00:00"
generated_at: "2026-05-17T21:48:27.175282+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Adial shareholders approve authorized share increase, reverse split, and equity plan amendment at 2025 annual meeting

## Summary
- Approved increase in authorized common stock from 50M to 100M shares, effective August 1, 2025.
- Approved reverse stock split at a ratio of 1-for-2 to 1-for-25, with ratio set by Board.
- Approved Amendment No. 7 to 2017 Equity Plan, increasing reserved shares from 2M to 5M.
- Approved issuance of up to 6.73M shares upon exercise of Series B-1/C-1 warrants from May 2025 offering.
- Approved issuance of up to 19.425M shares upon exercise of Series D/E warrants from June 2025 offering.

## SEC filing metadata
- accession: 0001213900-25-070642
- form_type: 8-K
- ticker: ADIL
- cik: 0001513525
- company_name: ADIAL PHARMACEUTICALS, INC.
- filed_at: 2025-08-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 5.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1513525/000121390025070642/0001213900-25-070642-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1513525/000121390025070642/ea0251363-8k_adial.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-070642
- JSON: https://secwatch.observer/filing/0001213900-25-070642.json
- Plain text: https://secwatch.observer/filing/0001213900-25-070642.txt

## Key facts
- Governance Changes
  ADIAL PHARMACEUTICALS, INC.: Amendment to Certificate of Incorporation to increase authorized shares of Common Stock from 50,000,000 to 100,000,000 (effective 2025-08-01).
  - Change: charter amendment
  - Effective: 2025-08-01
  source text: On August 1, 2025, the Company’s stockholders approved a proposal at the Annual Meeting to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), at the discretion of our Board, to increase to the authorized number of shares of the Company’s Common Stock, from 50,000,000 to 100,000,000 (the “Authorized Increase”). Following such approval and the approval of the Board at a meeting of the Board held on August 1, 2025, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Authorized Increase, with an effective time of 4:00 p.m. Eastern Time on August 1, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390025070642/0001213900-25-070642-index.htm

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