false 0001513525 0001513525 2024-01-11 2024-01-11 0001513525 us-gaap:CommonStockMember 2024-01-11 2024-01-11 0001513525 ADIL:WarrantsMember 2024-01-11 2024-01-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): January 11, 2024

 

Adial Pharmaceuticals, Inc.

(Exact name of registrant as specified in charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-38323   82-3074668
(Commission File Number)   (IRS Employer Identification No.)

 

1180 Seminole Trail, Suite 495

Charlottesville, Virginia 22901

(Address of principal executive offices and zip code)

 

(434) 422-9800

(Registrant’s telephone number including area code)

 

 

(Former Name and Former Address)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock   ADIL   NASDAQ
         
Warrants   ADILW   NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On January 11, 2024, Adial Pharmaceuticals, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which the Company’s stockholders voted on two (2) proposals (the “Proposals”) and cast their votes as described below.  These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting that was initially filed with the Securities and Exchange Commission (“SEC”) on December 8, 2023, as supplemented by the filing with the SEC of definitive additional materials on December 15, 2023 (the “Definitive Proxy Statement”).

 

At the Special Meeting, the Company’s stockholders were asked to vote on the following two (2) Proposals:

 

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. This proposal is referred to as the “Warrant Exercise Proposal” or “Proposal 1.”

 

The stockholders approved Proposal 1 based on the votes listed below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 432,915    51,550    6,621    0 

 

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. This proposal is referred to as the “Adjournment Proposal” or “Proposal 2.” The Adjournment Proposal was presented at the Special Meeting but not needed as Proposal 1 received a sufficient number of votes for approval.

 

The stockholders approved Proposal 2 based on the votes listed below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 436,338    47,809    6,939    0 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit
Number		   Description
104   Cover Page Interactive Data File (embedded within the XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 16, 2024 ADIAL PHARMACEUTICALS, INC.
     
  By: /s/ Cary J. Claiborne
  Name: Cary J. Claiborne
  Title: President and Chief Executive Officer

 

 

2

 
v3.23.4
Cover
Jan. 11, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 11, 2024
Entity File Number 001-38323
Entity Registrant Name Adial Pharmaceuticals, Inc.
Entity Central Index Key 0001513525
Entity Tax Identification Number 82-3074668
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1180 Seminole Trail
Entity Address, Address Line Two Suite 495
Entity Address, City or Town Charlottesville
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22901
City Area Code 434
Local Phone Number 422-9800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol ADIL
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol ADILW
Security Exchange Name NASDAQ
Adial Pharmaceuticals (NASDAQ:ADIL)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Adial Pharmaceuticals Charts.
Adial Pharmaceuticals (NASDAQ:ADIL)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Adial Pharmaceuticals Charts.