ADIAL PHARMACEUTICALS, INC. 8-K

What Happened
Adial Pharmaceuticals, Inc. (ADIL) filed an 8-K reporting a reverse stock split approved by shareholders and the Board. Stockholders approved authority for a reverse split between 1-for-2 and 1-for-25 at the Aug. 1, 2025 annual meeting; the Board selected a final ratio of 1-for-25. The company filed a Certificate of Amendment on Feb. 4, 2026 to effect the split, effective 11:59 p.m. Eastern Time on Feb. 5, 2026. Common stock will trade on a split-adjusted basis when the Nasdaq Capital Market opens on Feb. 6, 2026. This filing covers Items 3.03 (material modification to rights), 5.03 (amendment to certificate), and 8.01 (other events).

Key Details

• Reverse split ratio: 1-for-25 (final ratio chosen by the Board).
• Effective time: 11:59 p.m. ET on Feb. 5, 2026; trading adjusted at Nasdaq open on Feb. 6, 2026.
• Share counts: outstanding shares reduced from ~27.8 million to ~1.1 million (proportional adjustments to outstanding options/warrants and exercise prices).
• Fractional shares: no fractional shares issued; holders entitled to cash in lieu based on pre-split share count multiplied by the 10‑day Nasdaq average closing price before the Effective Time (paying agent: VStock Transfer, LLC).
• Ticker and CUSIP: trading symbol remains “ADIL”; new CUSIP 00688A304.

Why It Matters
The stated primary purpose is to raise the per‑share trading price to help maintain the company’s Nasdaq Capital Market listing (Nasdaq requires a minimum $1.00 bid price). The split will concentrate the share count and increase the per‑share price mathematically, which can affect liquidity, index eligibility, and investor perception. The company explicitly notes there is no guarantee the split will sustain the required bid price.