{"url_path":"/sec/adil/8-k/2026-06-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1513525/0001213900-26-067711-index.html","accession_number":"0001213900-26-067711","cik":"0001513525","ticker":"ADIL","issuer_name":"ADIAL PHARMACEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1513525/0001213900-26-067711-index.html","primary_entity_key":"0001513525","primary_entity_name":"ADIAL PHARMACEUTICALS, INC."},"word_count":321,"has_tables":true,"body_markdown":"**Item 3.02 - Unregistered Sales of Equity\nSecurities.**\n\n \n\nThe information contained in Item 1.01 of this\nCurrent Report with respect to the sale and issuance of the 437,474 shares of Common Stock issued pursuant to the Merger Agreement, the\n12,930.617 shares of Series A Preferred Stock issued pursuant to the Merger Agreement that are convertible into 12,930,617 shares of\nCommon Stock and the Warrants issued or to be issued pursuant to the Financing and/or Note Exchange that are exercisable for up to an\naggregate of 35,342,844 shares of Common Stock, including those Initial Closing Pre-funded Warrants to be sold and issued at the Initial\nClosing and those Milestone Pre-Funded Warrants and Milestone Incentive Warrants that may be sold or issued in Milestone Closings in\naccordance with the Purchase Agreement and Note Exchange Agreements, as well as the Conversion Shares and Warrant Shares issuable or\nto be issuable upon conversion or exercise of the foregoing (collectively, the “Securities”), as applicable, is incorporated\nby reference into this Item 3.02.\n\n \n\nWith respect to the Securities that have already\nbeen issued and sold, such Securities were offered and sold, and with respect to such Securities that will be issued and sold, such Securities\nwill be offered and sold, in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof.\nThe Securities that have already been issued and sold have not been, and to the extent the securities have not yet been issued will not\nbe, registered under the Securities Act or applicable state securities laws and such securities may not be offered or sold in the United\nStates absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither\nthis Current nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock,\nthe Securities or any other securities of the Company."}