Full Press Release Details
Adial Pharmaceuticals Announces Reverse Stock
Compliance with Nasdaq's Minimum Bid Price Requirement
Common Stock Will Begin Trading on Split-Adjusted
Basis on February 6, 2026
GLEN ALLEN, Va. - February 3, 2026 -
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 that it
will effect a 1-for-25 reverse stock split (the "Reverse Split") of its common stock, par value $0.001 per share ("Common
Stock"), that will become effective on February 5, 2026 at 11:59 p.m. Eastern Time (the "Effective Time"). Adial's
Common Stock will continue to trade on the Nasdaq Capital Market ("Nasdaq") under the symbol "ADIL" and will
begin trading on a split-adjusted basis when the Nasdaq opens on February 6, 2026. The new CUSIP number for the Common Stock following
the Reverse Split will be 00688A304.
The 1-for-25 Reverse
Split will proportionally reduce the number of outstanding shares of Company Common Stock from approximately 27.8 million shares
to approximately 1.1 million shares and the ownership percentage of each shareholder will remain unchanged other than as a
result of fractional shares. Proportional adjustments will be made to the number of shares of Common
Stock issuable upon exercise or conversion of the Company's outstanding equity awards and warrants, as well as the applicable exercise
price. There will be no change to the total number of authorized shares of Common Stock as set forth in the Certificate of Incorporation
of the Company, as amended.
Among other considerations, the Reverse Split
is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock
on the Nasdaq , and to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq requires,
among other things, that a listed company's common stock maintain a minimum bid price of at least $1.00 per share.
"We continue to make meaningful progress
across our partnering and regulatory strategies," said Cary Claiborne, President and Chief Executive Officer of Adial Pharmaceuticals.
"We believe this reverse stock split represents an important step to strengthen our capital markets profile, restore compliance
with Nasdaq's minimum bid price requirement, and create a more efficient public float that supports broader institutional and long-term
investor interest. With this action behind us, we remain highly optimistic about Adial's future and are focused on executing our
strategic priorities and advancing AD04, our genetically targeted serotonin-3 receptor antagonist for the treatment of Alcohol Use Disorder.
We look forward to providing updates as we move the company into its next phase of growth."
The Company's transfer agent, VStock Transfer, LLC, which is
also acting as the paying agent for the Reverse Split, will provide instructions to stockholders regarding the process for exchanging
stock certificates. Any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification
and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such
holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before
the Reverse Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales
price of the Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.
About Adial Pharmaceuticals, Inc.
Adial Pharmaceuticals is a clinical-stage biopharmaceutical company
focused on the development of treatments for addictions and related disorders. The Company's lead investigational new drug product,
AD04, is a genetically targeted, serotonin-3 receptor antagonist, therapeutic agent for the treatment of Alcohol Use Disorder (AUD) in
heavy drinking patients. Adial is currently planning to conduct a new Phase 3 clinical trial program for the treatment of AUD in subjects
with certain target genotypes identified using the Company's proprietary diagnostic genetic test. ONWARD showed promising results
in reducing drinking in heavy drinking patients, with no overt safety or tolerability concerns. AD04 is also believed to have the potential
to treat other addictive disorders such as Opioid Use Disorder, gambling, and obesity. Additional information is available at www.adial.com.
Forward Looking Statements
This communication contains certain "forward-looking
statements" within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizing
numerous important assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes," "expects,"
"anticipates," "intends," "projects," "estimates," "plans" and similar expressions
or future or conditional verbs such as "will," "should," "would," "may" and "could"
are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing.
The forward-looking statements include statements regarding the Reverse Split allowing us to regain compliance with Nasdaq's minimum
bid price requirement, making the bid price more attractive to a broader group of institutional and retail investors, strengthening the
Company's capital markets profile, and creating a more efficient public float that supports broader institutional and long-term
investor interest; and the potential of AD04 to treat other addictive disorders such as Opioid Use Disorder, gambling and obesity. Any
forward-looking statements included herein reflect our current views, and they involve certain risks and uncertainties, including, among
others, our ability to regain and maintain compliance with the Nasdaq's minimum bid price, our ability to attract a broader group
of institutional and retail investors; and our ability to pursue our regulatory strategy. These risks should not be construed as exhaustive
and should be read together with the other cautionary statement included in our Annual Report on Form 10-K for the year ended December
31, 2024, subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission.
Any forward-looking statement speaks only as of the date on which it was initially made. We undertake no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless
Crescendo Communications, LLC
David Waldman / Alexandra Schilt
Email: ADIL@crescendo-ir.com