IPO - ADIAL PHARMACEUTICALS, INC.
Form Type: 424B5
Filing Date: 2025-06-18
Corporate Action: Ipo
Type: New
Accession Number: 000121390025055411
Filing Summary: Adial Pharmaceuticals, Inc. is offering a total of 5,341,200 shares of its common stock along with pre-funded warrants to purchase up to 5,758,800 shares, along with Series D and Series E warrants for additional common stock. The offering structure combines the shares with accompanying warrants, which are immediately separable. The offering price for common stock and related warrants is set at $0.3251. Pre-Funded Warrants will be offered at $0.3241, and they come with similar terms. The warrants are tied to the approval of stockholders for exercising these options. The offer does not have a minimum requirement and will close on June 30, 2025, unless completed sooner. Funds raised will be utilized for developing therapeutics and other corporate objectives. The placement is being handled by A.G.P./Alliance Global Partners. Risks are acknowledged, including lack of revenues, and caution is advised regarding investment in these securities. The common stock trades on Nasdaq under the symbol 'ADIL.' The document includes detailed risk factors and implications of being classified as a smaller reporting company.
Additional details:
Shares Offered: 5,341,200
Pre Funded Warrants: 5,758,800
Series D Warrants: 11,100,000
Series E Warrants: 8,325,000
Offering Price Common Stock: 0.3251
Offering Price Pre Funded Warrant: 0.3241
Warrant Exercise Price: 0.35
Expiration Series D: 5 years from Initial Exercise Date
Expiration Series E: 18 months from Initial Exercise Date
Form Type: S-1/A
Filing Date: 2025-06-13
Corporate Action: Ipo
Type: Update
Accession Number: 000121390025054387
Filing Summary: Adial Pharmaceuticals, Inc. has filed Amendment No. 1 to Form S-1 with the SEC for a proposed public offering of its securities. The offering includes up to 8,771,929 shares of common stock along with Pre-Funded Warrants and Series D and E Warrants. The expected public offering price is $0.57 per share based on prior sale prices. The securities are intended for sale as soon as the registration statement becomes effective, expected to conclude by June 30, 2025. The company emphasizes that no minimum offering amount is necessary for closing, which could affect the total funds raised. Adial, categorized as a smaller reporting company, is focused on therapeutics for addiction treatment, specifically through the development of its investigational drug AD04 for alcohol use disorder, and is actively exploring further acquisitions in the addiction field. This amendment reflects ongoing efforts to refine the terms of the offering and meet regulatory requirements to facilitate its execution.
Additional details:
Registration Number: 333-287826
Offering Amount Shares: up to 8,771,929
Pre Funded Warrants: Pre-Funded Warrants to Purchase up to 8,771,929 Shares of Common Stock
Series D Warrants: Series D Warrants to Purchase up to 8,771,929 Shares of Common Stock
Series E Warrants: Series E Warrants to Purchase up to 6,578,947 Shares of Common Stock
Total Shares Issuable: up to 24,122,805 Shares of Common Stock issuable upon exercise of the Series D Warrants, Series E Warrants and the Pre-Funded Warrants
Estimated Public Offering Price: $0.57
Placement Agent: A.G.P./Alliance Global Partners
Effective Date: expected on or about June 30, 2025
Form Type: S-1
Filing Date: 2025-06-06
Corporate Action: Ipo
Type: New
Accession Number: 000121390025051752
Filing Summary: Adial Pharmaceuticals, Inc. is filing a Form S-1 registration statement to register up to 7,593,014 shares of its common stock along with corresponding Series D and Series E warrants. The offering price is assumed to be $0.6585 per share based on the last reported sale price on Nasdaq as of June 3, 2025. This IPO is aimed at raising capital to support the development of its investigational drug candidate, AD04, for treating alcohol use disorder. The company is designated as a smaller reporting company and plans to comply with reduced public company reporting requirements. The estimated closing of this offering is expected to happen soon after the registration statement is declared effective, with no minimum offering amount required for closing, thus presenting potential risks regarding the proceeds it may actually realize. The company intends to primarily use the raised funds for development efforts towards AD04 and expansion opportunities in addiction-related therapeutics, having previously engaged in a merger and acquisition to enhance its portfolio. Investors should note that each pre-funded warrant will be issued with an exercise price set at $0.001 and is expected to be immediately exercisable. Further, there are associated risks as outlined in the filing regarding the uncertainties of the offering and the company’s financial status.
Additional details:
Shares Offered: 7593014
Common Warrant Exercise Price: $0.6585
Pre Funded Warrant Exercise Price: $0.001
Pricing Conditions Description: Pricing conditions under NASDAQ rules regarding the approval process for warrants
Form Type: S-3
Filing Date: 2025-05-30
Corporate Action: Ipo
Type: New
Accession Number: 000121390025049473
Filing Summary: On May 30, 2025, Adial Pharmaceuticals, Inc. filed a registration statement on Form S-3 with the SEC, allowing the resale of up to 6,730,376 shares of common stock by selling stockholders. This includes 6,507,270 shares from Series B-1 and C-1 warrants and 223,106 shares from Tail Fee Warrants. The shares relate to a warrant inducement private placement agreement dated May 2, 2025, which closed on May 5, 2025. The company is focused on the clinical development of its investigational drug candidate, AD04, for the treatment of alcohol use disorder, though it currently has no products approved for sale and has not generated significant revenue. The filing is intended to fulfill contractual obligations regarding the resale of these shares, with all proceeds going to the selling stockholders and no funds going to Adial from these sales. The company will also receive proceeds from cash exercises of the warrants. The common stock under this filing is listed on NASDAQ under the ticker symbol 'ADIL' and the last reported sale price prior to this filing was $0.688 per share.
Additional details:
Common Stock Offered: 6,730,376 shares
New Warrant Shares: 6,507,270 shares
Tail Fee Warrant Shares: 223,106 shares
Offering Price: prevailing market prices or privately negotiated prices
Common Stock Outstanding Before: 8,719,695 shares
Common Stock Outstanding After: 15,450,071 shares
Form Type: CORRESP
Filing Date: 2024-12-26
Corporate Action: Ipo
Type: New
Accession Number: 000121390024112607
Filing Summary: Adial Pharmaceuticals, Inc. has submitted a request to the U.S. Securities and Exchange Commission to accelerate the effective date of its Registration Statement on Form S-1 (File No. 333-283968) to December 30, 2024, at 4:00 p.m. Eastern Time. This request indicates the company's eagerness to proceed with its initial public offering and serves as confirmation that it is aware of the responsibilities under federal securities laws regarding the issuance of the securities covered in the Registration Statement. The Registrant has authorized specific representatives from Blank Rome LLP to modify or withdraw this request if needed and has provided contact details for further communications regarding this matter.
Additional details:
Registration Statement Date: 2024-12-20
Effective Date Requested: 2024-12-30
Contact Persons: Leslie Marlow, Hank Gracin
Contact Numbers: (516) 457-4238, (561) 926-7995
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