ADIAL PHARMACEUTICALS, INC.

Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2026, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Termination of Chief Operating Officer

In accordance with disclosures included in that Current Report on Form 8-K filed by the Company with the SEC on June 11, 2026 (the “Prior 8-K”), the employment of Tony Goodman, our Chief Operating Officer, was terminated effective August 11, 2026. In connection therewith, on August 11, 2026, the Company and Mr. Goodman entered into a release (the “Goodman Release”), pursuant to which the Company agreed to pay Mr. Goodman the severance benefits owed to him under his amended and restated employment agreement in exchange for a general release and waiver of claims by Mr. Goodman. Severance amounts that will be paid to Mr. Goodman includes: (i) the annual bonus earned by the Mr. Goodman for the immediately prior fiscal year to the extent unpaid, as if no such termination had occurred; (ii) Mr. Goodman’s annual bonus target for the 2026 fiscal year, prorated based on the number of days elapsed in the fiscal year through the termination date, payable in a cash lump sum on the first payroll date after the effective date of the Goodman Release (with all revocation periods having expired unexercised); and (iii) a lump sum payment equal to Mr. Goodman’s annual base salary ($312,000), plus the higher of his target annual bonus opportunity and the annual bonus paid to him with respect to the 2025 fiscal year, to be paid in cash on the first payroll date after the effective date of the Goodman Release (with all revocation periods having expired unexercised) and in all events no later than 70 days after such termination, (iv) a payment equal to 12 times the monthly COBRA premium for him and his eligible dependents, payable in either a lump sum or in installments over 12 months, at Mr. Goodman’s election; and (v) immediate and full accelerated vesting of all outstanding equity awards received by Mr. Goodman from the Company, with any performance-based awards deemed earned at not less than target performance and any outstanding stock options or stock appreciation rights remaining exercisable until the expiration date of the grant award.

The foregoing description of the Goodman Release does not purport to be complete and is qualified by reference to the full text of the Goodman Release, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.12 and incorporated herein by reference.

Amendment of Purchase Agreement

As previously disclosed in the Prior 8-K, subject to certain exceptions, the Purchase Agreement prohibits the Company from issuing, without prior consent from the holders of the majority of the then outstanding Initial Closing Pre-Funded Warrants, shares of common stock or common stock equivalents during the period commencing as of the Initial Closing Date until the date that is ten business days following the later of (i) the Milestone Funding Period Expiration (as defined in the Pre-Funded Warrant) (or, if earlier, the date on which all PIPE Investors have (x) closed their Milestone Closing or (y) have lost their right to participate in a Milestone Closing) and (ii) provided that a resale registration statement covering the shares of common stock underlying the Initial Closing Pre-funded Warrants is effective, the Shareholder Approval Date (as defined in the Form of Pre-funded Warrant), at a price per share of common stock that is less than $4.25 (the “Minimum Issuance Price”), On August 12, 2026, the Company and certain of the PIPE Investors, constituting holders of a majority of the outstanding Initial Closing Pre-Funded Warrants, entered into an Amendment No. 1 to Securities Purchase Agreement (the “Purchase Agreement Amendment”), pursuant to which the Purchase Agreement was amended to decrease the Minimum Issuance Price from $4.25 to $4.00.

The foregoing description of the Purchase Agreement Amendment does not purport to be complete and is qualified by reference to the full text of the Purchase Agreement Amendment, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.13 and incorporated herein by reference.