Adial Pharmaceuticals, Inc. announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 1,418,440 shares of its common stock series A warrants to purchase up to 1,418,440 shares of common stock and series B warrants to purchase up to 1,418,440 shares of common stock, at a purchase price of $2.82 per share of common stock and accompanying warrants for the gross proceeds of $4,000,000.8 on October 20, 2023. The series A and the series B warrants will have an exercise price of $2.82 per share and will become exercisable on the effective date of stockholder approval for the issuance of the shares upon exercise of the warrants. The series A warrants will expire five and one-half years from the date of issuance and the series B warrants will expire eighteen months from the date of issuance.

The offer and sale of the securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. The transaction is expected to close on or about October 24, 2023, subject to the satisfaction of customary closing conditions.