UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2026, the Compensation Committee of the Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), approved the grant of restricted stock awards (collectively, the “RSAs”) to the Company’s named executive officers, as follows:
| ● | 37,985 RSAs to Cary Claiborne, the Company’s Chief Executive Officer and a Director, 28,800 of which were issued to him for his role as Chief Executive Officer and 9,185 of which were issued to him for his role as a Director of the Company; |
| ● | 17,325 RSAs to Vinay Shah, the Company’s Chief Financial Officer, all of which were issued to him for his role as Chief Financial Officer; and |
| ● | 26,510 RSAs to Tony Goodman, the Company’s Chief Operating Officer and a Director, 17,325 of which were issued to him for his role as Chief Operating Officer and 9,185 of which were issued to him for his role as a Director of the Company. |
In addition to the foregoing, the Compensation Committee approved the grant of (i) 9,185 RSAs to each of Kevin Schuyler and Robertson H. Gilliland and (ii) options to purchase 9,185 shares of Company common stock, at an exercise price of $1.64 per share, to Kermit Anderson, in each case as compensation for their service as Directors of the Company, which additional RSAs and options are subject to the same vesting terms as those set forth above.
The RSAs vest in full on the earlier of (i) the one-year anniversary of the grant date and (ii) upon the occurrence of a Change of Control (as defined in the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”)).
On April 7, 2026, the Board approved a form of Restricted Stock Award Agreement to be used for the grant of restricted stock awards under the 2017 Plan, including for the grant of the RSAs made to named executive officers described above. The form of Restricted Stock Award Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Restricted Stock Award Agreement under 2017 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 9, 2026 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
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