---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-116666"
form_type: "8-K"
ticker: "ADIL"
cik: "0001513525"
company_name: "ADIAL PHARMACEUTICALS, INC."
filed_at: "2025-12-01T23:59:59+00:00"
generated_at: "2026-05-16T15:52:36.704550+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Adial Pharmaceuticals raises $2.86M via warrant inducement; issues new Series F warrants for up to 13.8M shares

## Summary
- Holder exercised 9,215,675 existing Series C-1 and E warrants at $0.31/share, generating gross proceeds of $2.86M.
- In consideration, company issued new unregistered Series F warrants to purchase up to 13,823,512 shares at $0.31.
- New warrants exercisable only after stockholder approval, term 24 months from approval date; company must seek approval within 120 days of closing.
- Company agreed to 60-day standstill on equity issuances (except ATM after 31 days) and 6-month no variable rate transactions.
- A.G.P./Alliance Global Partners acted as financial advisor with an 8% fee on gross proceeds.

## SEC filing metadata
- accession: 0001213900-25-116666
- form_type: 8-K
- ticker: ADIL
- cik: 0001513525
- company_name: ADIAL PHARMACEUTICALS, INC.
- filed_at: 2025-12-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1513525/000121390025116666/0001213900-25-116666-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1513525/000121390025116666/ea0267799-8k_adial.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-116666
- JSON: https://secwatch.observer/filing/0001213900-25-116666.json
- Plain text: https://secwatch.observer/filing/0001213900-25-116666.txt

## Key facts
- Equity Issuances
  ADIAL PHARMACEUTICALS, INC. issued up to 13,823,512 shares of Common Stock of warrant to the Holder.
  - Security: warrant
  - Shares: up to 13,823,512 shares of Common Stock
  - Purchaser: the Holder
  source text: In consideration of the Holder’s immediate exercise of the Existing Warrants in accordance with the Inducement Agreement, the Company issued unregistered Series F Common Stock Purchase Warrants (the “New Warrants”) to purchase up to 13,823,512 shares of Common Stock (the “New Warrant Shares”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390025116666/0001213900-25-116666-index.htm
- Material Agreements
  ADIAL PHARMACEUTICALS, INC. entered into Inducement Agreement with a certain holder named therein valued at approximately $2.86 million (effective 2025-11-25).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a certain holder named therein
  - Value: approximately $2.86 million
  - Effective: 2025-11-25
  source text: On November 25, 2025, Adial Pharmaceuticals, Inc. (the “Company”) entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder named therein (the “Holder”) of Series C-1 Common Stock Purchase Warrants to purchase up to 4,025,000 shares of the Company’s common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390025116666/0001213900-25-116666-index.htm

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