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): July 7, 2023

Adial Pharmaceuticals, Inc.

(Exact name of registrant as specified in charter)

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):

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 7, 2023, Adial Pharmaceuticals, Inc. (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company had been granted an extension up until August 21, 2023 to file a Form 10-Q Report for the period ended June 30, 2023 evidencing compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”).

On May 19, 2023, the Company had received a letter from Nasdaq stating that the Company was not in compliance with the Rule because the stockholders’ equity of the Company of $1,439,848 as of March 31, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023, was below the minimum requirement of $2,500,000. The notification received has no immediate effect on the Company's continued listing on the Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements.

Pursuant to Nasdaq’s Listing Rules, the Company had 45 calendar days (until July 3, 2023), to submit a plan to regain compliance with the Rule (a “Compliance Plan”). On June 28, 2023, the Company submitted a Compliance Plan indicating that the Company expects to regain compliance with the Rule upon filing its Form 10-Q Report for the period ended June 30, 2023.

In the event the Company fails to regain compliance within the extension period granted by Nasdaq, the Company will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

The Company intends to monitor its stockholders’ equity and, if appropriate, consider further available options to regain compliance with the Rule.

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.