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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):
August 3, 2023
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-38323 |
|
82-3074668 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
1180 Seminole Trail, Ste 495
Charlottesville, VA 22901
(Address of principal executive offices and zip
code)
(434) 422-9800
(Registrant’s telephone number including
area code)
N/A
(Former name or former address, if changed
since last report)
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 (see General
Instruction A.2. below):
| ☐ |
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 |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by checkmark
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 3.03. Material Modification to Rights
of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
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.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On April 12, 2023, the stockholders of Adial Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), approved a proposal at the Company’s special meeting of stockholders (the
“Special Meeting”) to amend the Company’s Certificate of Incorporation (the “Certificate of Incorporation”)
to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a
ratio between 1-for-2 (1:2) to 1-for-50 (1:50), with the ratio within such range to be determined at the discretion of the Company’s
Board of Directors (the “Board”), without reducing the authorized number of shares of Common Stock. Following the Special
Meeting, the Board approved a final split ratio of one-for-twenty-five (1:25). Following such approval, 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”).
No fractional shares will be issued in connection
with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common
Stock as a result of the reclassification and combination following the effective time of the Reverse Stock Split (after taking into account
all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive from the Company’s paying
agent, VStock Transfer, LLC, a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse
Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price
of the Common Stock as reported on the Nasdaq for the ten days preceding August 7, 2023.
The 1-for-25 Reverse Stock Split will reduce the number
of outstanding shares of Common Stock from approximately 30.5 million shares to approximately 1.2 million shares. Proportional adjustments
will be made to the number of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants,
as well as the applicable exercise price.
After the Reverse Stock Split, the trading symbol
for the Common Stock will continue to be “ADIL.” The new CUSIP number for the Common Stock following the Reverse Stock Split
is 00688A 205.
The description of the Amendment set forth above
does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The primary purpose of the 1-for-25 Reverse Stock
Split is to raise the per-share trading price of the Common Stock to allow for its continuous listing on the Nasdaq Capital Market, among
other benefits. The Nasdaq Capital Market requires, among other things, that for listing a company’s common stock maintain a minimum
bid price of at least $1.00 per share. However, there can be no assurance that the Reverse Stock Split will have the desired effect of
sufficiently raising the bid price of the Common Stock for the required period.
In addition, on August 4, 2023, the Company issued
a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. A copy of the press release is attached
as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* * *
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: August 4, 2023 |
ADIAL PHARMACEUTICALS, INC. |
| |
|
| |
By: |
/s/ Cary J. Claiborne |
| |
Name: |
Cary J. Claiborne |
| |
Title: |
President and Chief Executive Officer |
2
Exhibit 3.1
| State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
08:03 AM 08/03/2023
FILED
08:03 AM 08/03/2023
SR
20233153666 - File Number 6439279
|
CERTIFICATE
OF AMENDMENT
OF |
|
CERTIFICATE
OF INCORPORATION
OF
ADIAL PHARMACEUTICALS, INC.
Adial
Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify that:
| 1. | The
name of the Corporation is Adial Pharmaceuticals, Inc. |
| 2. | The
Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242
of the General Corporation Law of the State of Delaware setting forth a proposed amendment
to the Certificate of Incorporation of the Corporation and declaring said amendment to be
advisable. The requisite stockholders of the Corporation have duly approved said proposed
amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware.
The amendment amends the Certificate of Incorporation of the Corporation as follows: |
| 3. | The
Certificate of Incorporation is hereby amended by adding the following new paragraph C to
ARTICLE IV: |
“C. Reverse Stock Split.
Effective
at 11:59 p.m. Eastern Time on the day immediately following the filing of this Certificate of Amendment to the Certificate of
Incorporation (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per
share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock,
immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller
number of shares such that each twenty (25) shares of Old Common Stock issued and outstanding or held by the Company as treasury
stock immediately prior to the Effective Time is reclassified and combined into one share of Common Stock, $0.001 par value per
share, of the Corporation (the “New Common Stock”) (the “Reverse Stock Split”).
Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, any person who would
otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the
Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled
to receive a cash payment equal to the number of shares of the common stock held by such stockholder before the Reverse Stock Split
that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the
Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.
Each
stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding
immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting
the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common
Stock formerly represented by such certificate shall have been reclassified and combined (as well as the right to receive cash in lieu
of fractional shares of Common Stock after the Effective Time), provided however, that each person of record holding a certificate that
represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender
of such certificate, a new certificate evidencing and representing the number of whole shares of Common stock after the Effective Time
into which the shares of Common Stock formerly represented by such certificate shall have been combined.”
| 4. | The
foregoing amendment was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware. |
| 5. | This
Certificate of Amendment shall be effective as of August 4, 2023 at 11:59 p.m. Eastern Time. |
[SIGNATURE
PAGE TO CERTIFICATE OF AMENDMENT]
IN
WITNESS WHEREOF, Adial Pharmaceuticals, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer
as of this 3rd day of August, 2023.
| |
ADIAL
PHARMACEUTICALS, INC. |
| |
|
| |
By: |
/s/
Cary J. Claiborne |
| |
Name:
|
Cary J.
Claiborne |
| |
Title: |
President and Chief Executive
Officer |
3
Exhibit 99.1
Adial Pharmaceuticals Announces Reverse Stock
Split to Regain Compliance with Nasdaq’s Minimum Bid Price Requirement and Reduce the Public Float
Common Stock Will Begin Trading on Split-Adjusted
Basis on August 7, 2023
Charlottesville, VA – August 4, 2023
– Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW) (“Adial” or the “Company”), a clinical-stage biopharmaceutical
company focused on developing therapies for the treatment and prevention of addiction and related disorders, today announced that it will
effect a 1-for-25 reverse stock split (“reverse split”) of its common stock, par value $0.001 per share (“Common Stock”),
that will become effective on August 4, 2023 at 11:59 p.m. Eastern Time. Adial’s Common Stock will continue to trade on the Nasdaq
Capital Market (“Nasdaq”) under the symbol “ADIL” and will begin trading on a split-adjusted basis when the Nasdaq
opens on August 7, 2023 (“Effective Time”). The new CUSIP number for the Common Stock following the reverse split will be
00688A 205.
On April 12, 2023, Adial held a Special Meeting
of Stockholders in which the Company’s stockholders approved the reverse split. The 1-for-25 reverse
stock split will proportionally reduce the number of outstanding shares of Company Common Stock from approximately 30.5 million shares
to approximately 1.2 million shares and the ownership percentage of each shareholder will remain unchanged other than as a
result of fractional shares. Proportional adjustments will be made to the number of shares of Adial’s
Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable
exercise price. There will be no change to the total number of authorized shares of Company Common Stock as set forth in the Certificate
of Incorporation of the Company, as amended.
Among other considerations, the reverse split
is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock
on the Nasdaq Capital Market, and to make the bid price more attractive to a broader group of institutional and retail investors. The
Nasdaq Capital Market requires, among other things, that a listing company’s common stock maintain a minimum bid price of at least
$1.00 per share.
“We have made continued progress on our
partnering and regulatory strategies, as illustrated by the recent positive feedback we have received from relevant global regulatory
bodies,” stated Cary Claiborne, CEO of Adial Pharmaceuticals. “Nevertheless, similar to other micro-cap and biotech companies,
we have faced a challenging capital markets environment. We believe this reverse split will not only allow us to regain compliance with
Nasdaq’s minimum bid price requirement, but also tighten the public float in our stock, enabling us to attract a broader universe
of investors. We remain highly encouraged by the outlook for the business and look forward to providing updates on our progress as we
advance a number of key strategic initiatives around AD04, our genetically targeted, serotonin-3 receptor antagonist for the treatment
of Alcohol Use Disorder.”
The Company’s transfer agent, VStock Transfer,
LLC, which is also acting as the paying agent for the reverse split, will provide instructions to stockholders regarding the process for
exchanging stock certificates. Any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification
and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such
holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before
the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing
sales price of the Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.
About Adial Pharmaceuticals, Inc.
Adial Pharmaceuticals is a clinical-stage
biopharmaceutical company focused on the development of therapies for the treatment and prevention of addiction and related disorders.
The Company’s lead investigational new drug product, AD04, is a genetically targeted, serotonin-3 receptor antagonist, therapeutic
agent for the treatment of Alcohol Use Disorder (AUD) in heavy drinking patients and was recently investigated in the Company’s
ONWARD™ pivotal Phase 3 clinical trial for the potential treatment of AUD in subjects with certain target genotypes (estimated to
be approximately one-third of the AUD population) identified using the Company’s proprietary companion diagnostic genetic test.
ONWARD showed promising results in reducing heavy drinking in heavy drinking patients, and no overt safety or tolerability concerns. AD04
is also believed to have the potential to treat other addictive disorders such as Opioid Use Disorder, gambling, and obesity. Additional
information is available at www.adial.com.
Forward Looking Statements
This communication contains certain “forward-looking
statements” within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizing
numerous important assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,”
“anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or
future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are
generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. The forward-looking
statements include statements regarding the reverse stock split allowing us to regain compliance with Nasdaq’s minimum bid price
requirement, and also tighten the public float in our stock, enabling us to attract a broader universe of investors and providing updates
on our progress as we advance a number of key strategic initiatives around AD04. Any forward-looking statements included herein
reflect our current views, and they involve certain risks and uncertainties, including, among others, our ability to regain and maintain
compliance with the Nasdaq’s minimum bid price and tighten our float, the ability to pursue our regulatory strategy, our ability
to advance ongoing partnering discussions, our ability to execute on our business strategy and bring AD04 to large markets in the most
cost-effective and timely manner, our ability to exclusively focus on advancing AD04 through potential regulatory approval and prioritize
our resources accordingly, our ability to obtain regulatory approvals for commercialization of product candidates or to comply with ongoing
regulatory requirements, our ability to develop strategic partnership opportunities
and maintain collaborations, our ability to obtain or maintain the capital or grants necessary to fund our research and development activities,
our ability to retain our key employees, our ability to complete clinical trials on time and achieve desired results and benefits
as expected, regulatory limitations relating to our ability to promote or commercialize our product candidates for specific indications,
acceptance of our product candidates in the marketplace and the successful development, marketing or sale of our products, our ability
to maintain our license agreements, the continued maintenance and growth of our patent estate and our ability to retain our key employees
or maintain our Nasdaq listing,. These risks should not be construed as exhaustive and should be read together with the other cautionary
statement included in our Annual Report on Form 10-K for the year ended December 31, 2022, subsequent Quarterly Reports on Form 10-Q and
current reports on Form 8-K filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date
on which it was initially made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future events, changed circumstances or otherwise, unless required by law.
Contact:
Crescendo Communications, LLC
David Waldman / Alexandra Schilt
Tel: 212-671-1020
Email: ADIL@crescendo-ir.com
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Adial Pharmaceuticals (NASDAQ:ADIL)
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부터 4월(4) 2024 으로 5월(5) 2024
Adial Pharmaceuticals (NASDAQ:ADIL)
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부터 5월(5) 2023 으로 5월(5) 2024
