secwatch / observer

ADIAL PHARMACEUTICALS, INC. — fact timeline

Source-grounded facts extracted from ADIAL PHARMACEUTICALS, INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

ADIL ADIAL PHARMACEUTICALS, INC. JSON
M&A Transactions

ADIAL PHARMACEUTICALS, INC. completed an acquisition involving Azora Therapeutics, Inc. (closed 2026-06-11).

“On June 11, 2026, the Company completed its acquisition of Azora.”
Material Agreements

ADIAL PHARMACEUTICALS, INC. entered into Merger Agreement with Azora.

“Pursuant to the terms of the Merger Agreement, each option to purchase Azora common stock that was outstanding immediately prior to the First Effective Time was assumed by the Company”

Wendy B. Young was appointed as Class III Director at ADIAL PHARMACEUTICALS, INC..

“Wendy B. Young, Ph. D. was appointed to the Board as a Class III Director, filling a standing vacancy on the Board”

Matt Davidson was appointed as Chief Development Officer at ADIAL PHARMACEUTICALS, INC..

“On June 11, 2026, effective immediately after the First Effective Time, Dr. Davidson was also appointed as the Company’s Chief Development Officer.”

Matt Davidson was appointed as Class I Director at ADIAL PHARMACEUTICALS, INC..

“Matt Davidson, Ph.D., was appointed to the Board as a Class I Director, to fill the vacancy created by the resignation of Mr. Goodman”

Tony Goodman resigned as Class I Director at ADIAL PHARMACEUTICALS, INC..

“In connection with the Merger, effective as of the First Effective Time, Tony Goodman resigned as a Class I Director of the Company.”
Earnings Releases

ADIAL PHARMACEUTICALS, INC. reported first quarter ended March 31, 2026 results: net income $2.0 million.

“Net Loss was $2.0 million for the three months ended March 31, 2026, compared to a net loss of $2.2 million for the three months ended March 31, 2025.”
Earnings Releases

ADIAL PHARMACEUTICALS, INC. reported financial results for the 2025 fiscal year ended December 31, 2025.

“On March 6, 2026, Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”) issued a press release that included financial information for its fiscal year ended December 31, 2025.”
Equity Issuances

ADIAL PHARMACEUTICALS, INC. issued common stock.

“the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.”
Governance Changes

ADIAL PHARMACEUTICALS, INC.: Filed an amendment to the Certificate of Incorporation to effect a 1-for-25 reverse stock split (effective 2026-02-05).

“Following such approval, on February 4, 2026, 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 Reverse Stock Split, with a legally effective time of 11:59 p.m. Eastern Time on February 5, 2026 (the “Effective Time”).”
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).

“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”
Equity Issuances

ADIAL PHARMACEUTICALS, INC. issued up to 13,823,512 shares of Common Stock of warrant to the Holder.

“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”).”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2)).

“September 2, 2025, Adial Pharmaceuticals, Inc. (the “Company”) received a letter (the “September 2025 Nasdaq Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company is eligible for an additional 180 calendar days, or until March 2, 2026, to regain compliance with Nasdaq’s requirement to maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) (the “Rule”) for continued listing on Nasdaq (the “Minimum Bid Price Requirement”), following the expiration of the initial 180 calendar day period granted to the Company by Nasdaq to regain c”
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).

“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.”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 23, 2025, Adial Pharmaceuticals, Inc. (the “Company”), received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $2,126,662 as of March 31, 2025, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025, was below the minimum requirement of $2,500,000. As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income from continued o”
Auditor Changes

ADIAL PHARMACEUTICALS, INC. engaged CBIZ CPAs P.C. as its auditor.

“On April 28, 2025, Marcum resigned as the Company’s independent registered public accounting firm, and CBIZ CPAs was engaged to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025, effective immediately.”
Auditor Changes

Marcum LLP resigned as auditor of ADIAL PHARMACEUTICALS, INC..

“On April 28, 2025, Marcum resigned as the Company’s independent registered public accounting firm, and CBIZ CPAs was engaged to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025, effective immediately.”

Tony Goodman was appointed as Chief Operating Officer at ADIAL PHARMACEUTICALS, INC..

“On March 20, 2025, Adial Pharmaceuticals, Inc. (the “Company”) entered into an employment agreement with Tony Goodman (the “Goodman Employment Agreement”) to employ Mr. Goodman as the Company’s Chief Operating Officer for a three-year term effective April 1, 2025 (the “Effective Date”)”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“March 5, 2025, Adial Pharmaceuticals, Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days (January 17, 2025 through March 4, 2025), the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on The Na”

Vinay Shah was appointed as Chief Financial Officer at ADIAL PHARMACEUTICALS, INC..

“On November 1, 2024, the Company’s board of directors effective November 16, 2024 appointed Vinay Shah, age 61, as the Company’s Chief Financial Officer.”

Joseph Truluck resigned as Chief Financial Officer at ADIAL PHARMACEUTICALS, INC..

“he would serve until November 15, 2024 as the Company’s Chief Financial Officer”

Dr. Bankole A. Johnson departed as other at ADIAL PHARMACEUTICALS, INC..

“On April 24, 2024, Adial Pharmaceuticals, Inc. (the “Company”) entered into a Separation Agreement and Release, dated April 22, 2024 (the “Separation Agreement”), with Dr. Bankole A. Johnson.”
Material Agreements

ADIAL PHARMACEUTICALS, INC. entered into At the Market Offering Agreement with H.C. Wainwright & Co., LLC (effective 2024-04-18).

“On April 18, 2024, Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”) providing for the sale by the Company of its shares of common stock, par value $0.001 per share (the “Common Stock”), from time to time, through the Sales Agent, with certain limitations on the amount of Common Stock that may be offered and sold by the Company as set forth in the ATM Agreement (the “Offering”).”

Dr. Bankole A. Johnson was terminated as Chief Medical Officer at ADIAL PHARMACEUTICALS, INC..

“As a result of the termination of the Consulting Agreement, effective as of May 17, 2024, Dr. Johnson will no longer serve as the Company’s Chief Medical Officer.”
Material Agreements

ADIAL PHARMACEUTICALS, INC. entered into Inducement Agreement with a certain holder of the Company's warrants to purchase shares of common stock valued at approximately $3.5 million (effective 2024-03-01).

“On March 1, 2024, Adial Pharmaceuticals, Inc. (the “Company”) entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the “Holder”) of the Company’s warrants to purchase shares of the Company’s common stock”

Tony Goodman was appointed as Chief Operating Officer at ADIAL PHARMACEUTICALS, INC..

“Tony Goodman, a director of the Company, is the founder and principal, pursuant to which Mr. Goodman has agreed to serve in the capacity as Chief Operating Officer of the Corporation”
Shareholder Votes

ADIAL PHARMACEUTICALS, INC. shareholders approved Approval of adjournment of Special Meeting, if necessary, to permit further solicitation at the 2024-01-11 meeting.

“Proposal 2 : Approval of an adjournment of the Special Meeting to a later date, if necessary, to permit furth solicitation and vote of proxies in the event there are not sufficient votes in favor of the Warrant Exercise Proposal.”
Shareholder Votes

ADIAL PHARMACEUTICALS, INC. shareholders approved Approval of issuance of up to 3,007,092 shares of common stock upon exercise of warrants in connection with private placement at the 2024-01-11 meeting.

“Proposal 1 : Approval of, pursuant to Nasdaq listing rules, of the issuance of up to an aggregate of 3,007,092 shares of the Company's common stock upon the exercise of common stock purchase warrants issued or issuable to an institutional investor and designees of the placement agent in connection with the Company's private placement offering that closed on October 24, 2023 that may be equal to or exceed 20% of the Company's common stock outstanding before such offering.”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq compliance regained notice regarding stockholders equity (rules 5550(b)(1)).

“November 29, 2023, Adial Pharmaceuticals, Inc. (the “Company”), received a letter (the “Notification Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that based on the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on November 28, 2023 it determined that the Company was in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”). The letter further stated that if the Company fails to evidence compliance with the Rule upon filing its next periodic report it may be subject to delisting. At that time, Nasdaq staff will provide written noti”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).

“November 21, 2023, Adial Pharmaceuticals, Inc. (the “Company”), received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $2,339,258 as of September 30, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, was below the minimum requirement of $2,500,000. As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income fr”
Earnings Releases

ADIAL PHARMACEUTICALS, INC. reported the third quarter of 2023 results: net income Net Loss was $1.4 million for the three months ended September 30, 2023.

“Adial Pharmaceuticals Reports Third Quarter 2023 Financial Results and Provides Business Update”
Shareholder Votes

ADIAL PHARMACEUTICALS, INC. shareholders approved Approval of an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the plan from 380,000 to 500,000 at the 2023-11-02 meeting.

“The stockholders approved the amendment (Amendment No. 5) to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the 2017 Equity Incentive Plan from 380,000 to 500,000 based on the votes listed below: Votes For Votes Against Abstentions Broker Non-Votes 244,858 113,670 1,097 197,676”
Shareholder Votes

ADIAL PHARMACEUTICALS, INC. shareholders approved Ratification of the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-11-02 meeting.

“The stockholders ratified and approved the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, based on the votes listed below: Votes For Votes Against Abstentions 542,258 3,868 11,175”
Shareholder Votes

ADIAL PHARMACEUTICALS, INC. shareholders approved Election of Directors at the 2023-11-02 meeting.

“On November 2, 2023, at the Annual Meeting, the Company’s stockholders voted on the following three (3) proposals and votes were cast as described below.”
M&A Transactions

ADIAL PHARMACEUTICALS, INC. completed a disposition involving Adovate, LLC (formerly known as Adenomed, LLC) (closed 2023-08-17).

“On August 17, 2023, the Company completed the sale of the assets and business of Purnovate, Inc. (“Purnovate”) to Adovate, LLC (formerly known as Adenomed, LLC) (collectively, “Adovate”) under that certain Option Agreement for the Acquisition of Purnovate, Inc. by Adenomed, LLC, dated as of January 27, 2023”
Material Agreements

ADIAL PHARMACEUTICALS, INC. entered into Purchase Agreement with an institutional investor valued at approximately $3.5 million (effective 2023-10-19).

“On October 19, 2023, Adial Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,418,440 shares of the Company’s common stock”
Material Agreements

ADIAL PHARMACEUTICALS, INC. entered into final acquisition agreement with Adovate, LLC valued at $1,050,000 (effective 2023-09-18).

“On September 18, 2023, Adial Pharmaceuticals, Inc. (the “Company”) entered into a final acquisition agreement (the “FAA”) with Adovate, LLC (formerly known as Adenomed, LLC), a Virginia limited liability company (“Adovate”), to memorialize the sale effective on June 30, 2023 (the “Sale”) to Adovate of the assets and business of Purnovate, Inc.”

William B. Stilley resigned as member of the Board of Directors at ADIAL PHARMACEUTICALS, INC..

“On September 18, 2023, William B. Stilley, a member of the Company’s Board of Directors (the “Board”), notified the Company of his decision to resign, effective as such date, from his position as a member of the Board and any other executive positions with the Company and its subsidiaries.”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq compliance regained notice regarding minimum bid price (rules 5550(a)(2), 5550(b)(1)).

“August 7, 2023 to August 18, 2023, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Staff has determined that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter is now closed. On August 22, 2023, the Company also received a notice from the Staff that it now complies with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders’ equity of at least $2,500,000 and that the matter is now closed. On August 23, 2023, the Company issued a press release announcing that t”
Earnings Releases

ADIAL PHARMACEUTICALS, INC. reported second quarter of 2023 results: net income $1.1 million.

“Adial Pharmaceuticals Reports Second Quarter 2023 Financial Results”
M&A Transactions

ADIAL PHARMACEUTICALS, INC. completed a disposition involving Adovate, LLC (formerly known as Adenomed, LLC) for $450,000 (closed 2023-06-30).

“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”
Governance Changes

ADIAL PHARMACEUTICALS, INC.: Filed amendment to Certificate of Incorporation to effect a 1-for-25 reverse stock split of common stock (effective 2023-08-04).

“On August 3, 2023, 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 reverse stock split, with an effective time of 11:59 p.m. Eastern Time on August 4, 2023 (the “Reverse Stock Split”).”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“July 7, 2023, Adial Pharmaceuticals, Inc. (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company had been granted an extension up until August 21, 2023 to file a Form 10-Q Report for the period ended June 30, 2023 evidencing compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”). On May 19, 2023, the Company had received a letter from Nasdaq stating that the Company was not in compliance with the Rule because the stockholders’ equity of the Company of $1,439,848 as of March 31, 2023, as reported in the Company’s Quarterly Report on Form 10-Q fil”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 19, 2023, the Company had received a letter from Nasdaq stating that the Company was not in compliance with the Rule because the stockholders’ equity of the Company of $1,439,848 as of March 31, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023, was below the minimum requirement of $2,500,000. The notification received has no immediate effect on the Company's continued listing on the Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements. Pursuant to Nasdaq’s Listing Rules, the Company had 4”
Material Agreements

ADIAL PHARMACEUTICALS, INC. entered into Purchase Agreement with Alumni Capital LP valued at $3,000,000 (effective 2023-05-31).

“On May 31, 2023, Adial Pharmaceuticals, Inc. (the “Company,” “we,” “us” or “our”) entered into a Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”).”
Listing & Compliance Notices

ADIAL PHARMACEUTICALS, INC. received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 19, 2023, Adial Pharmaceuticals, Inc. (the “Company”), received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $1,439,848 as of March 31, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023, was below the minimum requirement of $2,500,000. As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income from continued o”
Earnings Releases

ADIAL PHARMACEUTICALS, INC. reported financial results for first quarter of 2023.

“Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued a press release that included financial information for the fiscal quarter ended March 31, 2023.”
Material Agreements

ADIAL PHARMACEUTICALS, INC. entered into Option Exercise Agreement with Adovate, LLC valued at $450,000 (effective 2023-05-08).

“In connection with exercise of the Option, Adial Pharmaceuticals, Inc. (the “Company”) received from Adovate a non-refundable option exercise fee and upfront payment of $450,000 and entered into an option exercise agreement with Adovate (the “Option Exercise Agreement”)”
Shareholder Votes

ADIAL PHARMACEUTICALS, INC. shareholders approved Approval of an adjournment of the Special Meeting to a later date, if necessary, to permit further solicitation and vote of proxies at the 2023-04-12 meeting.

“The stockholders approved Proposal 2 based on the votes listed below: Votes For Votes Against Abstentions Broker Non-Votes 17,465,868 1,135,263 63,222 -”
Shareholder Votes

ADIAL PHARMACEUTICALS, INC. shareholders approved Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio in the range of 1-for-2 to 1-for-50 at the 2023-04-12 meeting.

“The stockholders approved Proposal 1 to amend the Certificate of Incorporation based on the votes listed below: Votes For Votes Against Abstentions Broker Non-Votes 16,585,304 2,050,482 28,565 -”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.