ADIAL PHARMACEUTICALS, INC.
For the period ended Feb 26, 2026. Filed Jan 6, 2026.
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Feb 26, 2026 · Filed Jan 6, 2026
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DEF 14A 1 ea0270782-def14a_adialpharma.htm DEFINITIVE PROXY STATEMENT
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Adial Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060
January 6, 2026
Notice of Special Meeting of Stockholders
to be Held on February 26, 2026
To the Stockholders of Adial Pharmaceuticals, Inc.:
We hereby notify you that a special meeting of stockholders (the “Special Meeting”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held on February 26, 2026 beginning at 8:30 a.m., local time, at 650 Peter Jefferson Parkway, Suite 230, Charlottesville, Virginia 22911, for the following purposes:
| 1. | to approve, pursuant to Nasdaq listing rules, the issuance of up to an aggregate of 13,823,512 shares of our common stock, par value $0.001 per share (“Common Stock”) upon the exercise of our Series F common stock purchase warrants issued in connection with our private placement offering that closed on November 28, 2025, that may be equal to or exceed 20% of our Common Stock outstanding before such offering (the “Warrant Exercise Proposal”); and |
| 2. | to approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Exercise Proposal (the “Adjournment Proposal”). |
The matters listed in this notice of meeting are described in detail in the accompanying proxy statement. Our Board of Directors has fixed the close of business on December 30, 2025 as the record date for determining those stockholders who are entitled to notice of and to vote at the meeting or any adjournment or postponement of the Special Meeting. The list of the stockholders of record as of the close of business on December 30, 2025 will be made available for inspection at the meeting and will be available for the ten days preceding the meeting at the Company’s offices located at 4870 Sadler Road, Suite 300, Glen Allen, Virginia 23060.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL
MEETING OF STOCKHOLDERS TO BE HELD ON FebrUARY 26, 2026
On or about January 6, 2026, we will begin mailing this proxy statement.
**YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING
THE INTERNET, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED
WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED
FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF
THE PROXY MATERIALS (INLCUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.
By Order of the Board of Directors:
/s/ Cary J. Claiborne
Cary J. Claiborne
Chief Executive Officer, President and Director
Dated: January 6, 2026
Table of Contents
| Page | |
|---|---|
| General Information | 1 |
| Meeting Admission | 1 |
| How to Vote | 2 |
| Additional Information About Voting | 2 |
| Proposal No. 1: Approval of the Warrant Exercise | 6 |
| Proposal No. 2: The Adjournment Proposal | 9 |
| Security Ownership of Certain Beneficial Owners and Management | 10 |
| Notice Regarding Delivery of Stockholder Documents (“Householding” Information) | 12 |
| Stockholder Proposals for the 2026 Annual Meeting | 13 |
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4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060
**PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON February 26, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.