Form 8-K

8-K — ADIAL PHARMACEUTICALS, INC.

Accession: 0001213900-26-042057

Filed: 2026-04-09

Period: 2026-04-07

CIK: 0001513525

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0285772-8k_adial.htm (Primary)

EX-10.1 — FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER 2017 EQUITY INCENTIVE PLAN (ea028577201ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0285772-8k_adial.htm · Sequence: 1

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0001513525

2026-04-07

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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): April 7, 2026

Adial

Pharmaceuticals, Inc.

(Exact

name of registrant as specified in charter)

Delaware

(State

or other jurisdiction of incorporation)

001-38323

82-3074668

(Commission

File Number)

(IRS

Employer Identification No.)

4870

Sadler Road, Ste 300

Glen

Allen, VA 23060

(Address

of principal executive offices and zip code)

(804)

487-8196

(Registrant’s

telephone number including area code)

(Former

Name and Former Address)

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:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbols

Name

of each exchange on which registered

Common

Stock

ADIL

The

Nasdaq Stock Market LLC

((Nasdaq

Capital Market)

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 ☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

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”)).

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)

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

EX-10.1 — FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER 2017 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea028577201ex10-1.htm · Sequence: 2

Exhibit

10.1

FORM

ADIAL

PHARMACEUTICALS, INC.

RESTRICTED

STOCK AWARD AGREEMENT

This

Restricted Stock Award Agreement (this “Agreement”), dated as of the “Award Date” set forth in the attached

Exhibit A, is entered into between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and

the individual identified in Exhibit A (the “Awardee”). Capitalized terms that are not otherwise defined in

this Agreement shall have the meanings given to such terms in the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan, as amended

(the “Plan”).

WHEREAS,

the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the holding of

a proprietatry interest in the Company; and

WHEREAS,

to give effect to the foregoing intentions, the Company desires to grant the Awardee a restricted stock award of shares of the Company’s

common stock, $0.001 par value per share (the “Common Stock”) pursuant to the Plan;

NOW,

THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties

hereto agree as follows:

1. Grant.

The Company hereby grants the Awardee a restricted stock award (the “Award”) with respect to the number of shares

of Common Stock set forth in Exhibit A (such shares being referred to herein as the “Restricted Shares”). The

Award and the Restricted Shares shall be subject to the terms and conditions set forth in this Agreement and the provisions of the Plan,

the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings

as set forth in the Plan.

2. Lapsing

Forfeiture Provisions. Subject to the terms of this Agreement, the Plan and the terms of any employment agreement between the Company

and Awardee, the Awardee shall forfeit the Restricted Shares, to the extent that the transfer restrictions set forth in Section 3 have

not previously lapsed, immediately upon Awardee’s cessation of employment by, or service to, the Company or a Subsidiary (as defined

in the Plan), as applicable. Restricted Shares, to the extent forfeited, shall be immediately returned to the Company.

3. Transfer

Restrictions. The Restricted Shares may not be sold, assigned, pledged or otherwise transferred (voluntarily or involuntarily) or

otherwise be the subject of any disposition unless and until the Restricted Shares become vested and such transfer restrictions lapse

in accordance with Exhibit A. Upon satisfaction of the vesting conditions set forth in Exhibit A with respect to Restricted

Shares, the transfer restrictions set forth in this Section shall lapse.

4. Adjustment

of Shares. Notwithstanding anything contained herein to the contrary, in the event of any change in the Company’s Common Stock

resulting from a corporate transaction including, but not limited to, a dividend or other distribution (whether in the form of cash,

Company stock, or other property), recapitalization, stock split, reorganization, reclassification, merger, consolidation, spin-off,

combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction, the Restricted Shares shall

be treated in the same manner in any such transaction as other Common Stock. Any Common Stock or other securities received by the Awardee

as a result of such transaction with respect to the Restricted Shares shall be subject to the restrictions and conditions set forth herein

and in the attached Exhibit A.

5. Rights

as Stockholder. Except as provided by Section 3 hereof, the Awardee shall be entitled to all of the rights of a stockholder with

respect to the Restricted Shares as of the Award Date, including, but not limited to, the right to vote such shares and receive dividends

and other distributions payable with respect to same.

6. Legend.

The stock certificates or electronic book entry statements, as applicable, representing the Restricted Shares shall bear the following

legend:

THE

SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE CONDITIONS AND TRANSFER RESTRICTIONS)

CONTAINED IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN ADIAL PHARMACEUTICALS, INC. AND THE HOLDER AND THE TERMS OF THE ADIAL PHARMACEUTICALS,

INC. 2017 EQUITY INCENTIVE PLAN, AS AMENDED (THE “PLAN”), AS EACH MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT

AND PLAN IS ON FILE IN THE OFFICE OF THE SECRETARY OF ADIAL PHARMACEUTICALS, INC.

7. Section

83(b) Election. The Awardee hereby acknowledges that the Awardee has been informed that, with respect to the Restricted Shares, the

Awardee may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing pursuant

to Section 83(b) of the Internal Revenue Code of 1986, as amended, (the “Code”) to be taxed currently on any difference

between the purchase price of the Restricted Shares and their fair market value on the date of purchase. Absent such an election, taxable

income will be measured and recognized by the Awardee at the time or times at which the forfeiture restrictions on the Restricted Shares

lapse. The Awardee is strongly encouraged to seek the advice of his own tax consultants in connection with the issuance of the Restricted

Shares and the advisability of filing an election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached

hereto as Exhibit B for reference.

THE

AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S, BUT RATHER THE AWARDEE’S SOLE RESPONSIBILITY TO FILE THE ELECTION UNDER

SECTION 83(b) TIMELY.

8. Government

Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation to issue or deliver certificates

or book entry statements evidencing the Restricted Shares shall be subject to the terms of all applicable laws, rules and regulations

and to such approvals by any governmental agencies or national securities exchanges as may be required.

-2-

9. Withholding

Taxes. The Company shall have the right to require the Awardee to remit to the Company, or to withhold from amounts payable to the

Awardee, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements (including,

without limitation, any tax resulting from (i) the expiration of restrictions set forth hereunder that are applicable to any particular

Restricted Shares or (ii) an election made by the Awardee under Section 83(b) of the Code).

10. Tax

Consequences. Awardee hereby agrees that the Company does not have a duty to design or administer the Plan or its other

compensation programs in a manner that minimizes Awardee’s tax liabilities. Awardee shall not make any claim against the

Company, or any of its officers, directors, employees or affiliates, related to tax liabilities arising from the grant of the

Restricted Shares to Awardee or Awardee’s other compensation.

11. Investment

Purpose. The Awardee represents and warrants that unless the Restricted Shares are registered under the Securities Act of 1933, as

amended (the “Securities Act”), any and all shares of Common Stock acquired by the Awardee under this Agreement will

be acquired for investment for the Awardee’s own account and not with a view to, for resale in connection with, or with an intent

of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act.

The Awardee agrees not to sell, transfer or otherwise dispose of such shares (i) until the transfer restrictions set forth in Section

3 have lapsed and (ii) unless the Restricted Shares are either (a) registered under the Securities Act and all applicable state securities

laws, or (b) exempt from such registration in the opinion of Company counsel.

12. Securities

Law Restrictions. Regardless of whether the offering and sale of shares of Restricted Shares pursuant to this Agreement and the Plan

have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company

at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common Stock (including the placement

of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such

restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

13. Awardee

Representations. The Awardee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of the

transactions contemplated by this Agreement. The Awardee is relying solely on such advisors and not on any statements or representations

of the Company or any of its agents, if any, made to the Awardee. The Awardee understands that the Awardee (and not the Company) shall

be responsible for the Awardee’s own tax liability arising as a result of the transactions contemplated by this Agreement.

14. No

Guarantee of Continued Service. The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers on the

Awardee any right to continue in an employment, service or consulting relationship with the Company, nor shall it affect in any way the

Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship at

any time, with or without cause, subject to any employment or service agreement that may have been entered into by the Company and the

Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgements and agreements.

-3-

15. Notices.

Any notices provided for in this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or,

in the case of notices delivered by mail by the Company to Awardee, five (5) days after deposit in the United States mail, postage prepaid,

addressed to Awardee at the last address Awardee provided to the Company.

16.

Governing Plan Document. The Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part

of of this Agreement, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be

promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement and those of the

Plan, the provisions of the Plan shall control.

17. Governing

Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without giving

effect to its principles governing conflicts of law.

18. Entire

Agreement. This Agreement, together with the the terms of the Plan and the terms of any employment agreement between the Company

and Awardee, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all

prior agreements and understandings relating to the subject matter of this Agreement.

19. Opportunity

for Review. Awardee and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and

this Agreement. The Awardee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of

counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Awardee hereby agrees

to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan

and this Agreement. The Awardee further agrees to notify the Company upon any change in Awardee’s residence address.

20. Binding

Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted

successors, assigns, heirs, beneficiaries and representatives. This Agreement is personal to the Awardee and may not be assigned by the

Awardee without the prior consent of the Company. Any attempted assignment in violation of this Section shall be null and void.

-4-

21. Amendment.

This Agreement may be amended or modified only by a written instrument executed by both the Company and the Awardee; provided,

however, that to the extent that this Agreement and the award of Restricted Shares hereunder are or become subject to the provisions

of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company, in its

sole discretion and without the Awardee’s consent, as appropriate to maintain compliance with the provisions of Section 409A of

the Code.

22. Severability.

In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be

invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement,

and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained

herein.

23. Recoupment.

Any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection

Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable

law or stock exchange listing conditions.

WITNESS WHEREOF, the parties hereto have executed this Agreement or caused their duly authorized officer to execute this Agreement

as of the date first written above. By signing below, the Awardee accepts the Award, acknowledges receipt of a copy of the Plan and this

Agreement, and agrees to the terms thereof.

ADIAL

PHARMACEUTICALS, INC.

By:

Name:

Title:

AWARDEE

Name:

-5-

EXHIBIT

(a).

Awardee’s

Name: _____________

(b).

Award

Date: _________________

(c).

Number

of Restricted Shares Granted: _______________

(d). Vesting

Requirements: Subject to the following terms, the Restricted Shares shall become vested,

and the restrictions applicable to Restricted Shares as set forth in Section 3 of the Award

Agreement to which this Exhibit A relates shall lapse, as follows: 100% of the Restricted

Shares shall vest on the earlier of (i) the first anniversary of the Award Date and (ii)

upon the occurrence of a Change in Control.

-6-

Exhibit

ELECTION

UNDER SECTION 83(b)

THE INTERNAL REVENUE CODE OF 1986

The

undersigned taxpayer hereby elects, pursuant to § 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income

as compensation for services the excess (if any) of the fair market value of the shares described below over the amount paid for those

shares.

1. The

name, taxpayer identification number, address of the undersigned, and the taxable year for

which this election is being made are:

Name:

____________________

Address:

__________________

Social

Security Number: ____________

Taxable

Year: __________

2. The

property which is the subject of this election is _______ shares of common stock of (the

“Stock”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

3. The

property was transferred to the undersigned on _____________.

4. The

property is subject to the following restrictions:

The

above-mentioned shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and

the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.

5. The

fair market value of the property at the time of transfer (determined without regard to any

restriction other than a nonlapse restriction as defined in § 1.83-3(h) of the Income

Tax Regulations) is: $ ______per share x _______ shares = $_______.

6. For

the property transferred, the undersigned did not pay any amount for the stock. Therefore,

$______ (the full fair market value of the shares stated above) is includible in the undersigned’s

gross income as compensation for services.

7. The

amount to include in gross income is $_________

The

undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income

tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person

for whom the services were performed. The undersigned is the person performing the services in connection with which the property was

transferred.

Dated:

________________

___________________________

Taxpayer

signature

-7-

INSTRUCTIONS

FOR FILING SECTION 83(B) ELECTION

Attached

is a form of election under section 83(b) of the Internal Revenue Code. If you wish to make such an election, you should complete, sign

and date the election and then proceed as follows:

Execute three counterparts of your completed election (plus one extra counterpart for each person other than you, if any who receives

property that is the subject of your election), retaining at least one photocopy for your records.

Send one counterpart to the Internal Revenue Service Center with which you will file your Federal income tax return for the current year

via certified mail, return receipt requested. THE ELECTION SHOULD BE SENT IMMEDIATELY, AS YOU ONLY HAVE 30 DAYS FROM THE ISSUANCE/PURCHASE/GRANT

DATE WITHIN WHICH TO MAKE THE ELECTION – NO WAIVERS, LATE FILINGS OR EXTENSIONS ARE PERMITTED.

Deliver one counterpart of the completed election to the Company for its files.

If anyone other than you (e.g., one of your family members) will receive property that is the subject of your election, deliver one counterpart

of the completed election to each such person.

-8-

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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