Adial Pharmaceuticals (ADIL) Prices $3.6M Share Offering at $0.35/sh

Adial Pharmaceuticals, Inc. (NASDAQ: ADIL) (“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 the pricing of its “reasonable best efforts” public offering for the purchase and sale of 11,100,000 shares of common stock of the Company (or common stock equivalents in lieu thereof), together with Series D warrants to purchase up to 11,100,000 shares of common stock (the "Series D Warrants") and Series E warrants to purchase up to 8,325,000 shares of common stock (the "Series E Warrants"), at a combined offering price of $0.3251 per share and accompanying warrants, for aggregate gross proceeds of approximately $3.6 million before deducting placement agent fees and other offering expenses.

The Series D Warrants and the Series E Warrants will have an exercise price of $0.35 per share. The Series D warrants will be exercisable beginning on the effective date of stockholder approval and will expire five years from the date of stockholder approval. The Series E warrants will be exercisable beginning on the effective date of stockholder approval and will expire eighteen months from the date of stockholder approval.

The closing of the offering is expected to occur on or about June 18, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $3.6 million, before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds of this offering for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the offering.

In connection with the Offering, the Company also agreed to amend certain existing Series B-1 Warrants to purchase up to 2,482,270 shares of common stock (the “Series B-1 Warrants”) and certain existing Series C-1 Warrants to purchase up to 4,025,000 shares of common stock (the Series C-1 Warrants”) with an exercise price of $0.74 per share. Effective upon closing of the Offering, such existing warrants will be amended to reduce the exercise price to $0.35 per share; such exercise to be subject to stockholder approval. The Series B-1 Warrants will expire five years from the date of stockholder approval and the Series C-1 Warrants will expire eighteen months from the date of stockholder approval.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-287826) previously filed with the Securities and Exchange Commission (“SEC”) which became effective on June 16, 2025. The offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. An electronic copy of the final prospectus will be filed with the SEC and may be obtained, when available, on the SEC’s website located at http://www.sec.gov and may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by e-mail at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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