Adial Pharmaceuticals 因仍未获 Nasdaq 上市批准，第三次将年会 Proposals 3–6 投票延至 10 月 26 日

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DEFA14A
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ea0308919-defa14a_adial.htm
DEFINITIVE ADDITIONAL MATERIALS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 Section 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 the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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):
October 15, 2026
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
001-38323
82-3074668
(Commission File Number)
(IRS Employer
Identification No.)
4870 Sadler Road, Suite 300
Glen Allen, VA 23060
(Address of principal executive offices and zip
code)
(804) 487-8196
(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, par value $0.001 per share
ADIL
The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
Indicate by check mark whether the registrant
is an emerging growth company as defined 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 8.01 Other Events
As previously disclosed
in that Current Report on Form 8-K filed by Adial Pharmaceuticals, Inc. (the “Company”) with the Securities and Exchange Commission
(the “SEC”) on September 18, 2026, on September 17, 2026, the Company convened its 2026 Annual Meeting of Stockholders (the
“2026 Annual Meeting”). However, because the Company had not yet received Nasdaq’s conditional approval of the Initial
Listing Application (the “Initial Listing Application”) that the Company submitted to Nasdaq in connection with certain of
the proposals presented to the Company’s stockholders for approval at the 2026 Annual Meeting, the Company determined to only move
forward with the vote on Proposals 1, 2, 7, 8, 9, 10, 11 and 12 and to exercise its authority to adjourn the 2026 Annual Meeting, in part,
with respect to the vote on Proposals 3, 4, 5 and 6, until October 1, 2026 in order to provide the Company additional time to obtain the
necessary Nasdaq approvals prior to holding the vote for those proposals. On October 1, 2026, the Company reconvened the 2026 Annual Meeting
with respect to Proposals 3, 4, 5 and 6, as scheduled, at which time it elected to exercise its authority to further adjourn the 2026
Annual Meeting with respect to the foregoing proposals until October 15, 2026. Each of the proposals already voted on, and to be voted
on, at the 2026 Annual Meeting, including at the adjournments thereof, are described in detail in the Company’s definitive proxy
statement on Schedule 14A for the 2026 Annual Meeting (the “Definitive Proxy Statement”), which the Company filed with the
SEC on August 24, 2026.
On October 15, 2026,
the Company reconvened the 2026 Annual Meeting a second time with respect to Proposals 3, 4, 5 and 6, as scheduled. However, because the
Company still had not received Nasdaq’s approval of the Listing Application, the Company elected to exercise its authority to further
adjourn the 2026 Annual Meeting with respect to the foregoing proposals. The polls remain open for Proposals 3, 4, 5 and 6.
The adjourned meeting
will reconvene on October 26, 2026 at 8:30 a.m. Eastern Time at the Company’s offices located at 650 Peter Jefferson Parkway, Suite
230, Charlottesville, Virginia 22911.
The record date for the
2026 Annual Meeting, as further adjourned, remains August 17, 2026. Stockholders who have already submitted proxies with votes on Proposals
3, 4, 5 and 6 do not need to take further action unless they wish to change their vote.
Important Information
This document may be
deemed to be solicitation material in respect of the 2026 Annual Meeting. In connection with the 2026 Annual Meeting, the Definitive Proxy
Statement filed with the SEC and a proxy card with respect to its solicitation of proxies for the 2026 Annual Meeting. BEFORE MAKING ANY
VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders
who are entitled to vote at the 2026 Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the
2026 Annual Meeting. The Definitive Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of
charge at the SEC’s website at www.sec.gov.
Participants in the
Solicitation
The Company and its directors
and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the adjourned
2026 Annual Meeting.
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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: October 16, 2026
ADIAL PHARMACEUTICALS, INC.
By:
/s/ Cary J. Claiborne
Name:
Cary J. Claiborne,
Title:
President and Chief Executive Officer
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