UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the
Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )

Check the appropriate box:

ADIAL PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check(check the appropriate box):

1180 Seminole Trail, Suite 495
Charlottesville, Virginia 22901

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on April 12, 2023TO BE HELD ON JANUARY 11, 2024

Notice is hereby given thatDecember 7, 2023

Dear Stockholders of Adial Pharmaceuticals, Inc.:

You are cordially invited to a special meetingSpecial Meeting of the stockholdersStockholders (the “Special Meeting”“Special Meeting”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”“Company”), will to be held on April 12, 2023, at 10:00 a.m. Eastern Time, at 1180 Seminole Trial,Trail, Suite 495, Charlottesville, VA 22901. We are holding theVirginia 22901, on January 11, 2024, beginning at 9:00 a.m., local time.

The Special Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1.       To approve an amendment to the Company’s Certificate of Incorporation (the “Charter”), in substantially the form attached to the proxy statement as Annex A, to, at the discretion ofhas been called by the Board of Directors to submit to stockholders for approval the following matters:

1.      The approval, pursuant to Nasdaq listing rules, of the Company (the “Board”), effect a reverse stock split with respectissuance of up to the Company’s issued and outstandingan aggregate of 3,007,092 shares of our common stock par value $0.001 per share (“Common Stock”), includingupon the exercise of our common stock held by the Company as treasury shares, at a ratio of 1-for-2purchase warrants issued or issuable to 1-for-50 (the “Range”), with the ratio within such Range (the “Reverse Stock Split Ratio”) to be determined at the discretionan institutional investor and designees of the Boardplacement agent in connection with our private placement offering that closed on October 24, 2023 that may be equal to or exceed 20% of our common stock outstanding before such offering (the “Reverse Stock Split Proposal”“Warrant Exercise Proposal”); and included in

2.      The approval of a public announcement;

2.       To approve an adjournment ofproposal to adjourn the Special Meeting to a later date, or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are not sufficientinsufficient votes for, or otherwise in favorconnection with, the approval of the Reverse Stock Split Proposal (the “Adjournment Proposal”).Warrant Exercise Proposal.

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to theA Proxy Statement describing these matters to be acted upon at the Special Meeting is attached. No other matters will be considered at the Special Meeting. After careful consideration, the Board has determined that each proposal listed above

Your vote is in the best interests of the Company and its stockholders and has approved each proposal. important. The Board recommends a vote FOR the Reverse Stock Split Proposal (Proposal 1) and FOR the Adjournment Proposal (Proposal 2).

The Board has fixed the close of business on February 24,November 17, 2023 has been fixed as the Record Daterecord date for the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of our Common Stock,business on the Record DateNovember 17, 2023 are entitled to receive notice of, the Special Meeting and to vote at, the Special Meeting and any adjournment or at any postponement(s) or, continuations(s), or adjournment(s) of the Special Meeting.postponement thereof.

A complete list of registered stockholders entitledEnclosed is a proxy that will entitle you to vote your shares on the matters presented at the Special Meeting, will be availableeven if you are unable to attend in person. Please mark the proxy to indicate your vote, date and sign the proxy and return it in the enclosed envelope as soon as possible for inspection at our offices during regular business hours for the 10 calendar daysreceipt prior to the Special Meeting, andor follow the instructions in person during the Special Meeting.

YOUR VOTE AT THE SPECIAL MEETING IS IMPORTANT.

Whether or notaccompanying proxy materials to vote via the internet. Regardless of the number of shares you plan to attendown, please be sure you are represented at the Special Meeting either by attending in person we urge you to voteor by returning your sharesproxy by mail or voting on the internet as promptlysoon as possible by Internet, telephone or mail.possible.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.

On behalf of our entire Board of Directors, weAdial Pharmaceuticals, Inc., I thank you for your continued support.ongoing interest and investment in our company.

1180 Seminole Trail, Suite 495
Charlottesville, Virginia 22901

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 11, 2024

December 7, 2023

To the Stockholders of Adial Pharmaceuticals, Inc.:

The Board of Directors (the “Board”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”) has called for a Special Meeting of stockholders (the “Special Meeting”), to be held at 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901 on January 11, 2024, beginning at 9:00 a.m. local time, for the following purposes:

1.      Warrant Exercise.    Stockholder approval of the issuance of up to an aggregate of 3,007,092 shares of our common stock upon the exercise of our common stock purchase warrants issued or issuable to an institutional investor and designees of the placement agent in connection with our private placement offering that closed on October 24, 2023 (the “Warrant Exercise Proposal”); and

2.      Adjournment Proposal.    Stockholder approval of a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Exercise Proposal.

No other matters will be considered at the Special Meeting.

The matters listed in this notice of meeting are described in detail in the accompanying proxy statement. Our Board of Directors has fixed the close of business on November 17, 2023 as the record date for determining those stockholders who are entitled to notice of and to vote at the meeting or any adjournment or postponement of the Special Meeting. The list of the stockholders of record as of the close of business on November 17, 2023 will be made available for inspection at the meeting and will be available for the ten days preceding the meeting at the Company’s offices located at 1180 Seminole Trail, Suite 495 Charlottesville, Virginia 22901.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY11, 2024

On or about December 7, 2023, we will begin mailing this proxy statement. This Notice of Special Meeting of Stockholders and the proxy statement are available at www.adial.com.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INLCUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.

SPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTSTable of Contents

1180 Seminole Trail, Suite 495
Charlottesville, Virginia 22901

SPECIAL MEETING PROXY STATEMENT

FOR
THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held on April 12, 2023 TO BE HELD ON JANUARY 11, 2024

Unless the context otherwise requires, references in thisGENERAL INFORMATION

We are providing these proxy statementmaterials to “weholders of shares of common stock, $0.001 par value per share (the “common stock”),” “us,” “our,” the “Company” or “Adial” refer to of Adial Pharmaceuticals, Inc., a Delaware corporation and its consolidated subsidiary(referred to as a whole. In addition, unless“Adial,” the context otherwise requires, references to “stockholders” are to“Company,” “we,” or “us”), in connection with the holders of our common stock, par value $0.001 per share (“Common Stock”).

The accompanying proxy is solicitedsolicitation by the Board of Directors (the “Board”“Board” or “Board of Directors”) on behalf of Adial Pharmaceuticals, Inc.of proxies to be voted at the Company’sour Special Meeting of Stockholders (the “Special Meeting”“Special Meeting”) to be held on April 12, 2023, andJanuary 11, 2024, beginning at any adjournment, continuation or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”). The Special Meeting will be held on April 12, 2023 at 10:9:00 a.m. Eastern time. This proxy statement and accompanying form of proxy are dated March 6, 2023 and are expected to be first sent or given to stockholders on or about March 10, 2023.

If you held shares of our Common Stock, local time at the close of business on February 24, 2023 (the “Record Date”), you are invited to attend the Special Meeting at 1180 Seminole Trial, Suite 495, Charlottesville, VA 22901 and to vote on the proposals described in this proxy statement.

The executive offices of the Company are located at, and the mailing address of the Company is, 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901.22901, and at any adjournment or postponement of the Special Meeting.

The Company will paypurpose of the costs of soliciting proxies from stockholders. We have retained D.F. King & Co., Inc.Special Meeting and the matters to assistbe acted on are stated in the accompanying Notice of Special Meeting. No other business will come before the Special Meeting.

Our Board of Directors is soliciting votes (1) FOR approval of the issuance of up to an aggregate of 3,007,092 shares of our common stock upon the exercise of our common stock purchase warrants issued or issuable to an institutional investor and designees of the placement agent in our private placement offering that closed on October 24, 2023 (the “Warrant Exercise Proposal”); (2) FOR the proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Exercise Proposal (the “Adjournment Proposal”).

On or about December 7, 2023, we will begin mailing this proxy statement. The proxy statement is also available at www.adial.com.

SPECIAL MEETING ADMISSION

All stockholders are welcome to attend the Special Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a feedriver’s license or passport) and evidence of $10,000, plus reimbursementyour share ownership of expenses. In additionour common stock on the record date. This can be your proxy card if you are a stockholder of record. If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to solicitationattend the Special Meeting, you will be required to present proof of your ownership of our common stock on the record date, such as a bank or brokerage account statement and voting instruction card, to be admitted to the Special Meeting.

HOW TO VOTE

Stockholders of Record

If your shares are registered directly in your name with Adial’s transfer agent, VStock Transfer, LLC, you are considered the “stockholder of record” of those shares and this proxy statement is being sent directly to you by Adial. If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or in person at the Special Meeting. If you choose to have your shares voted by proxy, you may submit a proxy by using the internet (please visit http://www.vstocktransfer.com/proxy and follow the instructions), or by completing and returning by mail the proxy card you have received. Whichever method you use, each valid proxy received in time will be voted at the Special Meeting in accordance with your instructions.

Submit a Proxy by Mail

If you choose to submit a proxy by mail, simply mark, date and sign your proxy card and return it in the postage-paid envelope provided.

Submit a Proxy by D.F. King & Co., Inc., our directors, officersInternet

If you choose to submit a proxy by internet, go to http://www.vstocktransfer.com/proxy to complete an electronic proxy card. Have your proxy card or voting instruction card in hand when you access the website and employees may solicit proxiesfollow the instructions to obtain your records and to create an electronic voting instruction form. Your internet vote must be received by 11:59 p.m. Eastern Daylight Time on behalf ofJanuary 10, 2024 to be counted.

Submit a Proxy at the Company, without additional compensation,Special Meeting

Submitting a proxy by telephone, facsimile, mail onor internet will not limit your right to vote at the Internet orSpecial Meeting if you decide to attend in person.

Important Notice RegardingBeneficial Owners of Shares Held in Street Name

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the Availability“beneficial owner” of Proxy Materials forshares held in street name, and this proxy statement is being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the Special Meeting unless you bring with you a legal proxy from the stockholder of Stockholdersrecord. A legal proxy may be obtained from your broker, bank or nominee. If you do not wish to vote in person or you will not be held on April 12, 2023: Pursuant to SEC rules, with respect toattending the Special Meeting, we have electedyou may instruct your broker, bank or nominee to utilizevote your shares pursuant to voting instructions you will receive from your broker, bank or nominee describing the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Special Meeting and Proxy Statement are also available at www.proxyvote.com.processes for voting your stock.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:     What information is a proxy?contained in this proxy statement?

AA:     The information included in this proxy is another person that you legally designatestatement relates to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” By using the methods discussed below, you willproposals to be appointing Cary Claiborne and Joseph Truluck as your proxy. The proxy agent will votevoted on your behalf, and will have the authority to appoint a substitute to act as proxy. If you are unable to attendat the Special Meeting, please vote bythe voting process, and other required information.

Q:     How do I get electronic access to the proxy so that your shares may be voted.

What is a proxy statement?materials?

AA:     This proxy statement is a document that regulationsavailable at www.adial.com.

Q:     What items of the Securities and Exchange Commission (“SEC”) require that we give to you when we ask you to sign a proxy card to vote your stock at the Special Meeting.

What proposals are being presented for a stockholder votebusiness will be voted on at the Special Meeting?

AtA:     The two (2) items of business scheduled to be voted on at the Special Meeting stockholders will act upon the following proposals:are:

1.      •        Warrant Exercise.    The approval of the issuance of up to an amendment (the “Reverse Stock Split Amendment”)aggregate of 3,007,092 shares of our common stock upon the exercise of our common stock purchase warrants issued or issuable to the Company’s Certificate of Incorporation the “Charter”), in substantially the form attached to the proxy statement as Annex A, to, at the discretionan institutional investor and designees of the Board, effect a reverse stock split with respect to the Company’s issuedplacement agent in our private placement offering that closed on October 24, 2023; and outstanding Common Stock, par value $0.001 per share (the “

2.      Common Stock”), including stock held by the Company as treasury shares, at a ratio of 1-for-2 to 1-for-50 (the “Range”), with the ratio within such Range (the “Reverse Stock Split Ratio”) to be determined at the discretion of the Board and included in a public announcement (such action, the “Reverse Stock Split” and such proposal is referred to herein as the “Reverse Stock SplitAdjournment Proposal”);

•        .    The approval of an adjournment ofa proposal to adjourn the Special Meeting to a later date, or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are not sufficientinsufficient votes for, or otherwise in favorconnection with, the approval of the Reverse Stock Split Proposal (the “Adjournment Proposal”).Warrant Exercise Proposal.

Why is the Company electing to effect a reverse stock split?

Our Board has unanimously adopted a resolution declaring advisable, and recommending to our stockholders for their approval, an amendment to our Charter authorizing the Reverse Stock Split at a ratio in the Range, such ratio to be determined by the Board and included in a public announcement, and granting the Board the discretion to file a certificate of amendment to our Charter with the Secretary of State of the State of Delaware effecting the Reverse Stock Split at any time prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by our stockholders at the Special Meeting or to abandon the Reverse Stock Split altogether. The form of the proposed Reverse Stock Split Amendment is attached to this proxy statement as Annex A. The Reverse Stock Split Amendment will effect the Reverse Stock Split by reducing the number of outstanding shares of Common Stock as compared to the number of outstanding shares immediately prior to the effectiveness of the Reverse Stock Split, but will not increase the par value of the Common Stock, and will not change the number of authorized shares of our capital stock. Stockholders are urged to carefully read Annex A. If implemented, the number of shares of our Common Stock owned by each of our stockholdersOther than these proposals, no other proposals will be reduced by the same proportion as the reduction in the total number of shares of our Common Stock outstanding, so that the percentage of our outstanding Common Stock owned by each of our stockholders will remain approximately the same except with respect to fractional shares.

What are the consequences if the Reverse Stock Split Proposal is not approved by stockholders?

If stockholders fail to approve the Reverse Stock Split Proposal our Board would not have the authority to effect the Reverse Stock Split to, among other things, facilitate the continued listing of our Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) by increasing the per share trading price of our Common Stock to help ensurepresented for a share price high enough to satisfy the $1.00 per share minimum bid price requirement. Any inability of our Board to effect the Reverse Stock Split could expose us to delisting from Nasdaq. Moreover, we have a limited number of authorized shares of Common Stock available under our Charter, and failure to approve the Reverse Stock Split Proposal may limit our ability to raise capital through the sale of Common Stock.

in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the Special Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or nominee. If you do not wish to vote in person or you will not be attending the Special Meeting, instruct your broker, bank or nominee to vote your shares by using thepursuant to voting instructions they included in the mailing or by following their instructions for voting by telephone or the Internet.

Q.     What is a broker non-vote?

Broker non-votes occur when shares are held indirectly through ayou will receive from your broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”) andnominee describing the broker submits a proxy but does not voteavailable processes for a matter because the broker has not received voting instructions from the beneficial owner and the broker does not have discretionary voting authority on the matter. Under the rules of the New York Stock Exchange (the “NYSE”) that govern how brokers may vote shares for which they have not received voting instructions from the beneficial owner, brokers are permitted to exercise discretionary voting authority only on “routine” matters when voting instructions have not been timely received from a beneficial owner. We expect that Proposals 1 and 2 are each be considered a “routine matter.” Therefore, if you do not provide voting instructions to your broker regarding Proposal 1 or Proposal 2, your broker will be permitted to exercise discretionary voting authority to vote your shares on the proposals for which you did not provide voting instructions.

Q.     If I am a beneficial owner of shares, can my brokerage firm vote my shares?stock.

If you are a beneficial owner and do not vote via the Internet or telephone, by returning a signed voting instruction card toinstruct your broker, bank, or in person at the Special Meeting,nominee how to vote your shares, maythe question of whether your broker, bank or nominee will still be voted onlyable to vote your shares depends on whether the New York Stock Exchange (the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to so-called “routine” matters where your broker has discretionary voting authority over your shares. We expect that under the rules of the NYSE, Proposal 1 and Proposal 2 are each considered a “routine” matter. Accordingly, brokers will have such discretionary authority to vote on such proposals in their discretion, and may vote “FOR,be “routine,” “AGAINST,” or “ABSTAIN”but not with respect to such proposals. However, this remains subject to the final determination from the NYSE regarding which of the proposals are “routine” or “non-routine.”

If your shares are held inQ:     What is the namevoting requirement to approve each of the proposals?

A:     Proposal 1 — Warrant Exercise Proposal. To be approved, Proposal 1 (the Warrant Exercise Proposal), must receive FOR votes from the holders of a bank, brokermajority of the shares present in person or other nominee, you should check with your bank, broker or other nominee and follow the voting instructions provided. Attendance at the Special Meeting alone will not revoke your proxy.

Can I revoke or change my proxy?

You may revoke yourrepresented by proxy and change yourentitled to vote at any time before the final voteon that proposal at the Special Meeting. You mayAbstentions will have the same effect as an AGAINST vote. Broker non-votes are not expected to be present at this meeting because there are no routine matters expected to be voted on.

Proposal 2 — Adjournment Proposal. To be approved, Proposal 2 (the Adjournment Proposal), must receive FOR votes from the holders of a majority of the shares present in person or represented by proxy and entitled to vote again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted), by signing and returning a proxy card or voting instructions form with a later date, or by attending the Special Meeting and voting in person. However, your attendancethat proposal at the Special MeetingMeeting. Abstentions will have the same effect as an AGAINST vote. Broker non-votes are not automatically revoke your proxy unless you vote againexpected to be present at the Special Meeting or specifically request that your prior proxy is revoked by delivering to the Company’s corporate secretary at 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901 a written notice of revocation prior to the Special Meeting.

Do I have any dissenters’ or appraisal rights with respect to any of thethis meeting because there are no routine matters expected to be voted on aton.

We recommend you vote FOR the Special Meeting?

No. None of the stockholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Special Meeting.two (2) proposals.

Q:     What does it meanshould I do if I getreceive more than one setproxy statement?

A:     You may receive more than one proxy statement. For example, if you are a stockholder of voting materials?

Yourrecord and your shares are probably registered in more than one account.name, you will receive more than one proxy statement. Please follow the separate voting instructions that you received for your shareson all of Common Stock held in each of your different accountsthe proxy statements to ensure that all of your shares are voted.

WhatQ:     Where can I find the voting results of the Special Meeting?

A:     We intend to announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form 8-K, which we expect will be filed within four (4) business days of the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four (4) business days after the solicitation expensesSpecial Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, who payswithin four (4) business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Q:     Who will count the votes?

A:     One or more inspectors of election will tabulate the votes.

Q:     Is my vote confidential?

A:     Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within Adial or to anyone else, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation.

Q:     Who will bear the cost of this proxy solicitation?soliciting votes for the Special Meeting?

OurA:     The Board of Directors is asking for your proxy and wemaking this solicitation on behalf of Adial, which will pay allthe entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. Certain of our directors, officers, and employees, without any additional compensation, may also solicit your vote in person, by telephone, or by electronic communication. In addition, we have retained D.F. King & Co., Inc. to aid in the costssolicitation of askingproxies for stockholder proxies.the Special Meeting. We will pay D. F. King & Co., Inc. fees of not more than $7,500 plus expense reimbursement for its services. Please contact (866) 796-6867 with any questions you may have regarding our proposals. On request, we will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materialmaterials to the beneficial owners of Common Stock and collecting voting instructions. We may use officers and employees of the Company to ask for proxies, as described below.

Is this Proxy Statement the only way that proxies are being solicited?

No.stockholders. In addition to the solicitationuse of the mail, proxies wemay be solicited by personal interview, telephone, telegram, facsimile and advertisement in periodicals and postings, in each case by our directors, officers and employees without additional compensation.

Q:     When are stockholder proposals and director nominations due for next year’s annual meeting?

A:     To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by June 1, 2024, to the attention of the Corporate Secretary of Adial Pharmaceuticals, Inc. at 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901 and you must comply with all applicable requirements

of Rule 14a-8 (“Rule 14a-8”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Stockholders of record may also submit a proposal (including a director nomination) in accordance with Adial’s amended and restated bylaws (the “Bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations. Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), but does not intend to have engaged D.F. King & Co., Inc.,included in the proxy solicitation firm hiredmaterials prepared by the Company in connection with the 2024 Annual Meeting, must be delivered in writing to the Corporate Secretary at an approximate costthe address above no later than the 90th day nor earlier than the 120th day before the first anniversary of $10,000, plus reimbursementthe prior year’s meeting. However, if we hold the 2024 Annual Meeting on a date that is not within 30 days before or after such anniversary date, we must receive the notice not earlier than the close of expenses,business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by us. See “STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING” elsewhere in this proxy statement for additional information regarding stockholder proposals and director nominations at our 2024 Annual Meeting. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies on behalfin support of our Board. D.F. King & Co., Inc. may solicitdirector nominees other than the returnCompany’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than September 3, 2024. If such meeting date is changed by more than 30 days, then notice pursuant to Rule 14a-19 must be provided by the later of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. The fees of D.F. King & Co., Inc. as well as60 calendar days prior to the reimbursement of expenses of D.F. King & Co., Inc. will be borne by us. Our officers, directors and employees may also solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with sharesdate of the Common Stock registered in their names, will be requested to forward solicitation material toannual meeting or the beneficial owners of shares of Common Stock.

10Are there any other matters to be acted upon atth calendar day following the Special Meeting?

The only matters to be acted upon at the Special Meeting are the Reverse Stock Split Proposal and the Adjournment Proposal. No other matters will be acted upon at the Special Meeting.

Where can I find the voting resultsday on which public announcement of the Special Meeting?

The preliminary voting results will be announced at the Special Meeting. The final results will be published in a Current Report on Form 8-K to be filed by us with the SEC within four business daysdate of the meeting.annual meeting is first made.

Whom do I call if I haveQ:     Who can help answer my questions?

A:     If you have any questions about the Special Meeting or how to vote or revoke your proxy, or you need additional material,copies of this proxy statement or need assistance in voting your shares, please feel free tomaterials, you should contact the firm assisting us in the solicitation of proxies, D.F. King & Co.,Corporate Secretary, Adial Pharmaceuticals, Inc., at (800) 9671180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901 or by phone at (434) 422-0261-9800.

PROPOSAL 1:NO. 1 — THE WARRANT EXERCISE PROPOSAL

APPROVAL OF THE AMENDMENT
TO THE COMPANY’S CHARTER
TO EFFECT THE REVERSE STOCK SPLITBackground

ReasonsWe are seeking stockholder approval for the Reverse Split Proposalissuance of up to 3,007,092 shares of our common stock upon the exercise of common stock purchase warrants that were issued or issuable in our private placement offering (the “Private Placement”) that closed on October 24, 2023 as contemplated by Nasdaq Listing Rules.

On October 19, 2023, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) for the issuance and sale in the Private Placement of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,418,440 shares of our common stock at an exercise price of $0.001 per share, (ii) series A warrants (the “Series A Warrants”) to purchase up to 1,418,440 shares of our common stock at an exercise price of $2.82 per share, and (iii) series B warrants (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase up to 1,418,440 shares of our common stock at an exercise price of $2.82 per share.

The Board is recommendingSeries A Warrants are exercisable at any time on or after the earlier of (i) if permitted by the rules and regulations of the Nasdaq Stock Market, upon the payment by the Investor of $0.125 per share in addition to the Company’sexercise price of $2.82 per share, and (ii) the Stockholder Approval Date, which is the date on which our stockholders approve the issuance of all of the shares of common stock upon exercise of the Warrants (the “Initial Exercise Date”), and have a term of exercise equal to five and one-half years from the date of issuance. The Series B Warrants are exercisable at any time on or after the Initial Exercise Date and have a term of exercise equal to eighteen months from the date of issuance. The combined purchase price for their approval an amendmentone Pre-Funded Warrant and the accompanying Warrants was $2.819. The Nasdaq Stock Market has informed us that it will not permit the exercise of Warrants upon the payment by the Investor of $0.125 per share in addition to the exercise price of $2.82 per share and therefore the Warrant will only be exercisable upon the Stockholder Approval Date. The Private Placement closed on October 24, 2023.

A holder of the Pre-Funded Warrants and the Warrants may not exercise any portion of such holder’s Pre-Funded Warrants or the Warrants to the extent that the holder, together with its affiliates, would authorize, but not obligatebeneficially own more than 4.99% (or, at the Board, to amendelection of the holder, 9.99%) of the Company’s Certificateoutstanding shares of Incorporationcommon stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to effect a reverse stock splitthe Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the outstanding and treasurynumber of shares of Common Stock atoutstanding immediately after giving effect to the exercise.

In connection with the Private Placement, we entered into a ratioregistration rights agreement (the “Registration Rights Agreement”), dated as of October 19, 2023, with the Investor, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock underlying the Pre-Funded Warrants and the Warrants no later than 20 days after the date of the Registration Rights Agreement, to use its commercially reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event not more than 45 days following the date of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the range of 1-for-2 to 1-for-50 (the “Reverse Stock Split”), which ratio would be subject to the Board’s discretion following stockholder approval. The Company believes that the availabilityevent of a range of reverse split ratios will provide“full review” by the CompanySEC), and to keep such registration statement effective at all times until (i) the Investor does not own any Warrants or shares issuable upon exercise thereof or (ii) the shares issuable under the Warrants may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with the flexibilitycurrent public information requirement under Rule 144. Accordingly, we filed a registration statement on Form S-1 registering the shares issuable under the Warrants on November 8, 2023, which was declared effective on November 17, 2023.

The net proceeds to implementus from the Reverse Stock Split, if effected at all,Private Placement were approximately $3.5 million, after deducting placement agent fees and expenses and estimated offering expenses payable by us. We intend to use the net proceeds received from the Private Placement for general corporate purposes, including general and administrative expenses, working capital and to support regulatory and clinical activities related to AD04, the Company’s lead investigational drug product for the treatment of Alcohol Use Disorder (AUD).

H.C. Wainwright & Co., LLC (“Wainwright”) served as our exclusive placement agent in a manner designedconnection with the Private Placement, pursuant to maximize the anticipated benefits forthat certain engagement letter, dated as of September 27, 2023, as amended, between the Company and its stockholders. The general descriptionWainwright (the “Engagement Letter”). Pursuant to the Engagement Letter, we paid Wainwright (i) a cash fee equal to 7.0% of the Reverse Stock Split Amendment set forth below is a summary only and is qualified in its entirety by and subject to the full textaggregate gross proceeds of the formPrivate Placement, (ii) a management fee of proposed amendment which is attached as Annex A hereto.

The Board’s primary objective in asking for authority to effect a reverse split is to increase the per-share trading price of our Common Stock. If our Board does not implement the Reverse Stock Split prior to the one-year anniversary1.0% of the date on which the Reverse Stock Split is approved by our stockholders at the Special Meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Amendment will be abandoned.

As background, we received notice on August 31, 2022 from the Nasdaq Listing Qualifications Department (the “Staff”)aggregate gross proceeds of the Nasdaq notifying usPrivate Placement, (iii) a non-accountable expense allowance of our noncompliance with Nasdaq Listing Rule 5550(a)(2) by failing to maintain a minimum bid price for our Common Stock on the Nasdaq of at least $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). We were given 180 days, or until February 27, 2023 to regain compliance; provided that the Nasdaq Staff retains discretion to grant an additional 180-calendar day grace period to determine that we have demonstrated an ability to maintain long-term compliance so long as we (i) meet the continued listing requirement for the market value of its publicly held shares$25,000, and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and (ii) provide a written notice to the Staff of our intention to cure the deficiency during the second grace period by effecting a reverse stock split (which notice was provided by us to Nasdaq on February 14, 2023). On February 28, 2023, we were notified by the Nasdaq staff that we had been granted until August 28, 2023 to regain compliance with the minimum bid price requirement. In the event that we are unable to cure the deficiency, and ultimately receive notice that our Common Stock is being delisted, Nasdaq listing rules permit us to appeal the delisting determination by the Staff to a Nasdaq hearings panel. Accordingly, we are hereby asking our stockholders to approve a reverse split to, among other things, give us the option to seek to regain compliance with the Minimum Bid Price Requirement prior to expiration of the second compliance period.

The Board believes that the failure of stockholders to approve the Reverse Stock Split Proposal could prevent us from maintaining compliance with the Minimum Bid Price Requirement and could inhibit our ability to conduct capital raising activities, among other things. If Nasdaq delists the Common Stock, then the Common Stock would likely become traded on an over-the-counter market such as those maintained by OTC Markets Group Inc., which do not have the substantial corporate governance or quantitative listing requirements for continued trading that Nasdaq has. In that event, interest in Common Stock may decline and certain institutions may not have the ability to trade in the Common Stock, all of which could have a material adverse effect on the liquidity or trading volume of the Common Stock. If the Common Stock becomes significantly less liquid due to delisting from Nasdaq, our stockholders may not have the ability to liquidate their investments in the Common Stock as and when desired and we believe our ability to maintain analyst coverage, attractive investor interest, and have access to capital may become significantly diminished as a result.

In addition, we have a limited number of authorized shares issuable under our current Charter. Amendment of our Certificate of Incorporation to effect the Reverse Stock Split will increase the number of shares available for future issuance, facilitating future fundraising activities if necessary. A failure to approve the Reverse Stock Split Proposal may limit our ability to raise capital through the sale of Common Stock.

(iv) $50,000 for legal fees and other outPotential Effects-of-pocket expenses. In addition, the Company issued to Wainwright or its designees warrants to purchase up to 85,106 shares of common stock (the “Initial Placement Agent Warrants”), which represents 6.0% of the Amendment

Ifaggregate number of shares of common stock underlying the Board decidesPre-Funded Warrants sold in the private placement. The Placement Agent Warrants have substantially the same terms as the Series A Warrants, except that the Placement Agent Warrants have an exercise price equal to implement the Reverse Stock Split, the Company would communicate to the public, prior to the effective time$3.525, or 125% of the Reverse Stock Split, additional details regarding the Reverse Stock Split (including the final Reverse Stock Split Ratio, as determined by the Board). By voting in favor of the Reverse Stock Split, you are also expressly authorizing the Board to determine not to proceed with, and to defer or to abandon, the Reverse Stock Split, in the Board’s sole discretion. In determining whether to implement the Reverse Stock Split following receipt of stockholder approval of the Reverse Stock Split, and which Reverse Stock Split Ratio to implement, if any, the Board may consider, among other things, various factors, such as:

•        our ability to maintain our listing on Nasdaq;

•        the historical trading price and trading volume of the Common Stock;

•        the then-prevailing trading price and trading volume of the Common Stock and the expected impact of the reverse stock split on the trading market for the Common Stock in the short and long term;

•        which Reverse Stock Split Ratio would result in the greatest overall reduction in our administrative costs; and

•        prevailing general market and economic conditions.

Potential Reasons for the Reverse Stock Split

To increase the per share price of our Common stock and to maintain our Nasdaq Listing.    As discussed above, the primary objective for effecting the Reverse Stock Split, should our Board choose to effect one, would be to increase the per share price of our Common Stock and regain compliance with the Nasdaq Minimum Bid Price. Our Board believes that, should the appropriate circumstances arise, effecting the Reverse Stock Split, could, among other things, help us to appeal to a broader range of investors, generate greater investor interest in the Company, and improve the perception of our Common Stock as an investment security. Our Common Stock is listed on Nasdaq and the continuing failure to comply with the Minimum Bid Price Requirement may be cured, if the closing share price is at least $1.00 per share, and the price remains at or above the level for at least the following 10 business days prior to expiration of any Nasdaq grace period. Our request included a written notice to the Staff of our intention to cure the deficiency during this grace period by effecting a reverse stock split, if necessary. The Board believes that the Reverse Stock Split may potentially assist us in achieving compliance with the Minimum Bid Price Requirement. We currently believe that we are in compliance with all other applicable continued listing requirements of Nasdaq.

To potentially improve the liquidity of the Common Stock.    A Reverse Stock Split could allow a broader range of institutions to invest in the Common Stock (namely, funds that are prohibited from buying stocks whose price is below certain thresholds), potentially increasing trading volume and liquidity of the Common Stock and potentially decreasing the volatility of the Common Stock if institutions become long-term holders of the Common Stock. A Reverse Stock Split could help increase analyst and broker interest in the Common Stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low averageoffering price per share of Common Stock can resultcommon stock underlying the Pre-Funded Warrants sold in individual stockholders paying transaction costs representingthe Private Placement. In addition, pursuant to the Engagement Letter, upon any exercise for cash of the Series B Warrants, we shall pay Wainwright (i) a higher percentagecash fee of their total share value than would be7.0% of the case ifaggregate gross exercise price paid in cash and (ii) a management fee of 1.0% of the shareaggregate gross exercise price were higher. Some investors, however, may view a Reverse Stock Split negatively since it reducespaid in cash, and further issue to Wainwright (or its designees) warrants to purchase shares of common stock equal to 6.0% of the aggregate number of shares of Common Stock availablecommon stock underlying the Series B Warrants that have been exercised having the same terms as the Placement Agent Warrants issued in connection with the public market. IfPrivate Placement (the “Additional Placement Agent Warrants, and together with the Reverse Stock Split Amendment is approved andInitial Placement Agent Warrants, the Board believes that effecting“Placement Agent Warrants”).

Pursuant to the Reverse Split is in our best interest and the best interest of our stockholders, the Board may effect this Reverse Stock Split, regardless of whether our stock is at risk of delisting from Nasdaq, for purposes of enhancing the liquidityterms of the Common Stock andPurchase Agreement, we are prohibited from entering into any agreement to facilitate capital raising.

To increaseissue or announcing the numberissuance or proposed issuance of additional shares issuable under the Company’s charter.    A Reverse Stock Split will reduce the nominal number ofany shares of Common Stock outstandingor securities convertible or exercisable into Common Stock for a period commencing on October 19, 2023 and expiring 60 days from the Effective Date (as defined in the Purchase Agreement). Furthermore, we are also prohibited from entering into any agreement to issue Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions, for a period commencing on October 19, 2023 and expiring one year from such Effective Date. The Effective Date is defined in the Purchase Agreement as the earliest of the date that (a) the initial registration statement contemplated by the Registration Rights Agreement has been declared effective by the SEC, (b) all of the shares of common stock underlying the Pre-Funded Warrants and the numberWarrants have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the closing of the Private Placement provided that the holder of the shares underlying the Warrants is not an affiliate of the Company, or (d) all of the shares underlying the Warrants may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and the holders of such shares underlying the Warrants shall have received an opinion from Company legal counsel reasonably acceptable to them.

Reasons for the Private Placement

As of June 30, 2023, our cash and cash equivalents were approximately $1.2 million. In October 2023, our Board determined that it was necessary to raise additional funds for general corporate purposes.

We believe that the Private Placement, which yielded gross proceeds of $4 million, was necessary in light of the Company’s cash and funding requirements at the time. In addition, at the time of the Private Placement, our Board considered numerous other alternatives to the transaction, none of which proved to be feasible or, in the opinion of our Board, would have resulted in aggregate terms equivalent to, or more favorable than, the terms obtained in the Private Placement.

Description of Warrants

Pursuant to Nasdaq Stock Market Rule 5635(d), the Warrants and the Placement Agent Warrants will not be exercisable until our stockholders approve (“Warrant Approval”) the issuance of shares of Common Stockcommon stock issuable onupon exercise of Company warrantsthe Warrants and the Placement Agent Warrants (“Warrant Shares”). Pursuant to the Purchase Agreement, we are required to hold an annual or options, while leavingspecial meeting of stockholders on or prior to January 22, 2024, which is ninety (90) days following October 24, 2023, the numberclosing date of shares issuable under our Charterthe Private Placement, for the purpose of obtaining Warrant Approval. We have agreed with the Investor that if we do not obtain Warrant Approval at the first meeting that is called, we will call an additional stockholder meeting every 90 days thereafter until the earlier of the date we obtain such approval or the Warrants are no longer outstanding.

Set forth below is a summary of the terms of the Warrants. Except as described below, the Placement Agent Warrants have substantially the same terms as the Series A Warrants.

unchanged.Exercisability

The Warrants each have an initial exercise price of $2.82 per share and are exercisable beginning on the date the Warrant Approval is obtained, if at all. The Series A Reverse Stock splitWarrants expire five and half years after the issuance date and the Series B Warrants expire 18 months after the issuance date. The Initial Placement Agent Warrants have an initial exercise price of $3.525 per share and are exercisable beginning on the date the Warrant Approval is obtained, if at all. The Additional Placement Agent Warrants will therefor effectively increasehave an initial exercise price of $3.525 per share and will be exercisable upon issuance. The Placement Agent Warrants expire five and half years after the issuance date.

No Fractional Shares

No fractional shares or scrip representing fractional shares will be issued upon the exercise of the Warrants. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, the number of shares of common stock to be issued will be rounded up to the Common Stocknearest whole number.

Failure to Timely Deliver Shares

If we fail to deliver to the holder a certificate representing shares issuable upon exercise of a Warrant or to credit the holder’s balance account with Depository Trust Company for such number of shares of common stock to which the holder is entitled upon the holder’s exercise of the Warrant, in each case, by the delivery date set forth in the Warrant, and if after such date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder’s brokerage firm otherwise purchases, shares of common stock to deliver in satisfaction of a sale by the holder of the Warrant Shares which the holder anticipated receiving upon such exercise, then we shall (A) pay in cash to the holder the amount, if any, by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that we are ablewere required to issue. This effective increasedeliver to the holder in connection with the exercise at issue, times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the holder, either reinstate the portion of the applicable Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the holder the number of shares of common stock that would have been issued had we timely complied with our exercise and delivery obligations. In addition, if we fail to deliver to the holder any common stock pursuant to a validly-exercised Warrant, we will facilitate future capital fundraising on our part. As a biotechnology company without a revenue generating product yetbe required to pay liquidated damages in the amount of $10 per trading day for each $1,000 of shares of common stock exercised but not delivered (and rising to $20 per trading day beginning on the market and considerable development costs that must be fundedfifth trading day after the Warrant Share delivery date) until such time the shares of common stock are delivered or the holder rescinds such exercise.

Exercise Limitation

In general, a holder of the Warrants does not have the right to bringexercise any portion of a product to market, we are likely to require additional capital funding. Some investors may find the Common Stock more attractiveWarrant if the Reverse Stock Split is effectedholder (together with additional assurance that we are unlikely to be limitedits Attribution Parties (as defined in our ability to access needed capital bythe Warrant) would beneficially own in excess of 4.99% of the number of shares of our Common Sock authorized for issuance. However, other investors may findcommon stock outstanding immediately after giving effect to the Common Stock a less attractive investmentexercise, as such percentage ownership is determined in accordance with the knowledge that additional dilutionterms of the Common Stockwarrant. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Cashless Exercise

If, at the time a holder exercises its Warrants on a date that is possible.

Certain Risks Associated with a Reverse Stock Split

Reducingafter the number of outstanding shares90th day anniversary of the Common Stock throughWarrant issuance date, a registration statement registering the Reverse Split Proposal is intended, absent other factors, to increase the per share market priceissuance of the Common Stock. Other factors, however,Warrant Shares under the Securities Act of 1933, as amended, is not then effective or available for the issuance of such as our financial results, market conditions,shares, then in lieu of making the market perception of our business and other risks, including those set forth below andcash payment otherwise contemplated to be made to us upon such exercise in our SEC filings and reports, may adversely affect the market pricepayment of the Common Stock. As a result, there can be no assurance thataggregate exercise price, the Reverse Stock Split, if completed, will resultholder may elect instead to receive upon such exercise (either in whole or in part) the intended benefits described above, that the market price of the Common Stock will increase following the Reverse Stock Split or that the market price of the Common Stock will not decrease in the future.

The Reverse Stock Split May Not Result in a Sustained Increase in the Price of the Common Stock.    As noted above, the principal purpose of the Reverse Split Proposal is to maintain the average per share market closing price of the Common Stock above $1.00 per share in order to comply with Minimum Bid Price Requirement under Nasdaq Listing Rules. However, the effect of the Reverse Stock Split upon the market price of the Common Stock cannot be predicted with any certainty and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. The Board believes that a Reverse Stock Split has the potential to increase the market price of the Common Stock so that we may be able to satisfy the Minimum Bid Price Requirement. However, the long- and short-term effect of the Reverse Stock Split upon the market price of the Common Stock cannot be predicted with any certainty.

The Reverse Stock Split May Decrease the Liquidity of the Common Stock.    The Board believes that the Reverse Stock Split may result in an increase in the market price of the Common Stock, which could lead to increased interest in the Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for the Common Stock.

The Reverse Stock Split May Result in Some Stockholders Owning “Odd Lots” That May Be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell.    If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own less than 100 shares of Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

The Reverse Stock Split May Lead to a Decrease in the Overall Market Capitalization of the Company.    The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of the Common Stock does not increase in proportion to the Reverse Stock Split Ratio, then our value, as measured by our market capitalization, will be reduced.

The Reverse Stock Split May Lead to Further Dilution of the Common Stock.    Since the Reverse Split Proposal would reduce thenet number of shares of Common Stock outstanding andcommon stock determined according to a formula set forth in the number of shares of Common Stock issuable on exercise of our warrants or options, while leaving the number of shares authorized and issuable under our Charter unchanged, the Reverse Stock Split would effectively increase the number of shares of the Common Stock that we would be able to issue and could lead to dilution of the Common Stock in future financings.Warrant.

Impact of a ReverseAdjustment for Stock Split If ImplementedSplits

A Reverse Stock Split would affect all holders of Common Stock uniformly and would not affect any stockholder’s percentage ownership interests or proportionate voting power. The other principal effects of the Reverse Stock Split Amendment will be that:

•        the number of issued and outstanding shares of Common Stock (and treasury shares), if any, will be reduced proportionately based on the final Reverse Stock Split Ratio, as determined by the Board;

•        based on the final Reverse Stock Split Ratio, the per share exercise price of all outstanding options and warrants will be increased proportionately and the number of shares of Common Stock issuablecommon stock purchasable upon the exercise of all outstanding optionsthe Warrants are subject to adjustment upon the occurrence of specific events, including sales of additional shares of common stock, stock dividends, stock splits, and warrants will be reduced proportionately; andcombinations of our common stock.

•        Dividends or Distributionsthe number

If we declare or make any dividend or other distribution of shares reserved for issuance pursuantour assets (or rights to any outstanding equity awards and any maximum number of shares with respectacquire our assets) to which equity awards may be granted will be reduced proportionately based on the final Reverse Stock Split Ratio.

The following table sets forth the approximate numberholders of shares of the Common Stock that would be outstanding immediatelyour common stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) at any time after the Reverse Stock Split based on the current authorized number of shares of Common Stock at various exchange ratios, based on 28,516,564 shares of Common Stock actually outstanding as of February 24, 2023. The table does not account for fractional shares that will be paid in cash.

____________

*        Excludes the effect of fractional share treatment.

We are currently authorized to issue a maximum of 50,000,000 shares of our Common Stock. Asissuance of the Record Date, there were 28,516,564 shares of our Common Stock issued and outstanding. AlthoughWarrants, then, in each such case, the number of authorized shares of our Common Stock will not change as a resultholders of the Reverse Stock Split,Warrants shall be entitled to participate in such distribution to the same extent that the holders would have participated therein if the holders had held the number of shares of common stock acquirable upon complete exercise of the Warrants.

Purchase Rights

If we grant, issue or sell any shares of our Common Stock issued and outstandingcommon stock or securities exercisable for, exchangeable for or convertible into our common stock, or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of our common stock, referred to as Purchase Rights, then each holder of the Warrants will be reduced in proportionentitled to acquire, upon the ratio selected byterms applicable to such Purchase Rights, the Board. Thus,aggregate Purchase Rights which the Reverse Stock Split will effectively increaseholder could have acquired if the holder had held the number of authorizedshares of common stock acquirable upon complete exercise of the Warrants immediately before the record date, or, if no such record is taken, the date as of which the record holders of shares of common stock are to be determined, for the grant, issue or sale of such Purchase Rights.

Fundamental Transaction

If a Fundamental Transaction (as defined below) occurs, then the successor entity will succeed to, and unissuedbe substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Warrants with the same effect as if such successor entity had been named in the Warrant itself. Additionally, upon consummation of a Fundamental Transaction pursuant to which holders of shares of our Common Stock availablecommon stock are entitled to receive securities or other assets with respect to or in exchange for future issuance byshares of our common stock, we will make appropriate provision to ensure that the holder will thereafter have the right to receive upon an exercise of the Warrants at any time after the consummation of the Fundamental Transaction but prior to the applicable expiration date of the Warrants, in lieu of shares of our common stock (or other securities, cash, assets or other property) purchasable upon the exercise of the Warrant prior to such Fundamental Transaction, at the option of each holder (without regard to any limitation in the Warrant on the exercise of the Warrants), the number of shares of common stock of the successor or acquiring corporation or of us, if we are the surviving corporation, and any additional consideration which the holder would have been entitled to receive upon the happening of such Fundamental Transaction had the Warrants been exercised immediately prior to such Fundamental Transaction.

If holders of our common stock are given a choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Warrants, following such Fundamental Transaction. These provisions apply similarly and equally to successive Fundamental Transactions and other corporate events described in the Warrants and will be applied without regard to any limitations on the exercise of the Warrants.

Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Warrants have the right to require us or a successor entity to redeem the Warrants for cash in the amount of the reduction effected by the Reverse Stock Split.

Following the Reverse Stock Split, the Board will have the authority, subject to applicable securities laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board deems appropriate. Although we consider financing opportunities from time to time, we do not currently have any plans, proposals or understandings to issue the additional shares that would be available if the Reverse Stock Split is approved and effected, but someBlack-Scholes Value (as defined in each Warrant) of the additional shares underlie warrants, which could be exercised or converted after the Reverse Stock Split Amendment is effected.

Effectsremaining unexercised portion of the Reverse Stock Split

Management doesWarrants on the date of the consummation of such fundamental transaction, concurrently with or within 30 days following the consummation of a fundamental transaction. However, in the event of a fundamental transaction which is not anticipatein our control, including a fundamental transaction not approved by our Board of Directors, the holders of the Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant that our financial condition,is being offered and paid to the percentage ownership of Common Stock by management, the numberholders of our stockholders or any aspect of our business will materially change as a result ofcommon stock in connection with the Reverse Stock Split. Because the Reverse Stock Split will apply to all issued and outstanding shares of Common Stockfundamental transaction, whether

that consideration is in the form of cash, stock or any combination of cash and outstanding rights to purchase Common Stockstock, or to convert other securities into Common Stock the proposed Reverse Stock Split will not alter the relative rights and preferences of existing stockholders, except to the extent the Reverse Stock Split will result in fractional shares, as discussed in more detail below.

The Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on Nasdaq (other than to the extent it facilitates compliance with Nasdaq continued listing standards). Following the Reverse Stock Split, the Common Stock will continue to be listed on Nasdaq, although it will be considered a new listing with a new Committee on Uniform Securities Identification Procedures, or CUSIP number.

The rights ofwhether the holders of theour Common Stock will not be affectedare given the choice to receive alternative forms of consideration in connection with the fundamental transaction.

A “Fundamental Transaction” is defined in the Warrants to mean (i) we, directly or indirectly, in one or more related transactions effect any merger or consolidation with or into another person, (ii) we or any subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of our assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by us or another Person) is completed pursuant to which holders of common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the Reverse Stock Split, other than as a resultholders of 50% or more of the treatment of fractional shares as described below. For example, a holder of 2%outstanding common stock or 50% or more of the voting power of the common equity, (iv) we, directly or indirectly, in one or more related transactions effect any reclassification, reorganization or recapitalization of our common stock or any compulsory share exchange pursuant to which our common stock is effectively converted into or exchanged for other securities, cash or property, or (v) we, directly or indirectly, in one or more related transactions consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of the Common Stock immediately prior to the effectiveness of the Reverse Stock Split Amendment will generally continue to hold 2%our common stock or 50% or more of the voting power of the outstandingcommon equity.

Transferability

Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned. There is currently no trading market for the Warrants and a trading market is not expected to develop.

Rights as a Stockholder

Except as otherwise provided in the Warrants or by virtue of a holder’s ownership of shares of our common stock, the Common Stock immediately after effecting the Reverse Stock Split. The number of stockholders of record will not be affected by the Reverse Stock Split (except to the extent any are cashed out as a result of holding fractional shares). If approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 sharesholders of the Common Stock. Odd lot sharesWarrants do not have the rights or privileges of holders of our common stock, including any voting rights, unless and until they exercise their Warrants.

Amendments

The Warrants may be more difficultamended with the written consent of the holders of a majority of the Warrant Shares underlying the Warrants that are outstanding as of such date and us. The Placement Agent Warrants may be amended with the written consent of the holder of such Placement Agent Warrant and us.

Listing

There is no established public trading market for the Warrants, and we do not expect a market to sell,develop. In addition, we do not intend to apply for listing of the Warrants on any national securities exchange.

Reasons for the Warrant Exercise Proposal

Our common stock is listed on The Nasdaq Capital Stock Market (“Nasdaq”) and brokerage commissions and other coststrades under the ticker symbol “ADIL.” Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions in odd lots are generally higherother than the costspublic offerings of transactions in “round lots” of even multiples of 100 shares. The Board believes, however, that these potential effects are outweighed by the benefitsgreater than 20% of the Reverse Stock Split.

Effectivenessoutstanding common stock or voting power of the Reverse Stock Split.    The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing and effectiveness (the “Effective Time”) of an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which would take place at the Board’s discretion. The exact timing of the filing of the amendment to our Certificate of Incorporation, if filed, would be determined by the Board based on its evaluation as to when such action would be the most advantageous to us and our stockholders. In addition, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split at any time prior to filing the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, the Board, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders to proceed with the Reverse Stock Split. If our Board does not implement the Reverse Stock Splitissuer prior to the one-year anniversaryPrivate Placement for less than the applicable Minimum Price. Under Rule 5635(d), the “Minimum Price” means a price that is the lower of: (i) the closing price immediately preceding the signing of the binding agreement; or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. The closing price of our common stock on Nasdaq on October 18, 2023, the trading date on whichimmediately preceding the Reverse Stock Split is approved by our stockholders atsigning of the Special Meeting,Purchase Agreement, was $2.775 per share. In order to comply with Nasdaq Listing Rule 5635(d), the authority granted in this proposal to implement the Reverse Stock Split will terminateWarrants and the Reverse Stock Split will be abandoned.Placement Agent Warrants are not exercisable until Shareholder Approval is obtained.

Effect on Par Value; Reduction in Stated Capital.    The proposed Reverse Stock Split will not affectWe are seeking stockholder approval for the par valueissuance of up to an aggregate of 3,007,092 shares of our common stock which will remain at $0.001 per share of Common Stock and $0.001 per share of Preferred Stock. As a result,upon the stated capital on our balance sheet attributable to our Common Stock, which consistsexercise of the par value per shareWarrants and the Placement Agent Warrants that were issued or are issuable. Effectively, stockholder approval of Common Stock multiplied by the aggregate number of shares of Common Stock issued and outstanding, will be reduced in proportion to the Reverse Stock Split Ratio selected by the Board. Correspondingly, our additional paid-in capital account, which consiststhis Warrant Exercise Proposal is one of the difference between our stated capital and the aggregate amount paidconditions for us to the Company upon issuance of all currently outstanding shares of the Common Stock, will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

Book-Entry Shares.    If the Reverse Stock Split is effected, stockholders, either as direct or beneficial owners, will have their holdings electronically adjusted by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be)receive up to give effect to the Reverse Stock Split. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split and making payment for fractional shares. If a stockholder holds shares of Common Stock with a bank, broker, custodian or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee. We do not issue physical certificates to stockholders.

No Appraisal Rights.    Under the Delaware General Corporation Law, our stockholders are not entitled to dissenters’ rights or appraisal rights with respect to the Reverse Stock Split described in the Reverse Stock Split Proposal, and we will not independently provide our stockholders with any such rights.an additional

Fractional Shares.    approximately $8.6 million (before deducting expenses and placement agent fees) upon the exercise of the Warrants and the Placement Agent Warrants, if exercised for cash. Loss of these potential funds could adversely impact our ability to fund our operations.

The Board is not seeking the approval of our stockholders to authorize our entry into or consummation of the transactions contemplated by the securities purchase agreement, as the Private Placement has already been completed. We do not intendare only asking for approval to issue fractional sharesthe Warrant Shares upon exercise of the Warrants and the Placement Agent Warrants.

Potential Consequences if Proposal No. 1 is Not Approved

The failure of our stockholders to approve this Proposal No. 1 will mean that: (i) we cannot permit the exercise of the Warrants and the Placement Agent Warrants and (ii) may incur substantial additional costs and expenses.

Each Series A Warrants and Series B Warrant has an initial exercise price of $2.82 per share and each Placement Agent Warrant has, or will have, an initial exercise price of $3.525 per share. Accordingly, we would realize an aggregate of up to approximately $8.6 million in gross proceeds before deducting expenses and fees that we will owe to H.C. Wainwright & Co., LLC, the placement agent in connection with the Reverse Stock Split.Private Placement, if all the Warrants and Placement Agent Warrants were exercised for cash. If the Warrants and Placement Agent Warrants cannot be exercised, we will not receive any such proceeds, which could adversely impact our ability to fund our operations.

In addition, in lieu thereof, any person who would otherwise be entitledconnection with the Private Placement and the issuance of Warrants, we have agreed to a fractional share of Common Stock as a resultseek stockholder approval every 90 days until our stockholders approve the issuance of the reclassificationWarrant Shares. We are required to seek such approval until such time as none of the Warrants are outstanding which could result in us seeking such approval every 90 days for five and combination followingone half years. The costs and expenses associated with seeking such approval could materially adversely impact our ability to fund our operations and advance the Effective Time (after taking into account all fractionalclinical trials, regulatory approvals for, and commercialization of our products and product candidates.

Potential Adverse Effects of the Approval of Proposal No. 1

If this Proposal No. 1 is approved, existing stockholders will suffer dilution in their ownership interests in the future upon the issuance of the Warrant Shares upon exercise of the Warrants. Assuming the full exercise of the Warrants and the Placement Agent Warrants, an aggregate of 3,007,092 additional shares of Common Stock otherwise issuable to such holder) shallcommon stock will be entitled to receive a cash payment equal tooutstanding, and the numberownership interest of our existing stockholders would be correspondingly reduced. In addition, the sale into the public market of these shares also could materially and adversely affect the market price of our common stock.

No Appraisal Rights

No appraisal rights are available under the General Corporation Law of the Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales priceState of the Common StockDelaware or under our Certificate, or our Amended and Restated Bylaws, as reported on the Nasdaq for the ten days preceding the Effective Time. After the Reverse Stock Split is effected, a stockholder will have no further interest in our companyamended, with respect to its fractional share interest and persons otherwise entitled to a fractional share will not have any voting, dividend or other rights with respect thereto, except to receive the above-described cash payment. Stockholders should be aware that under the escheat laws of various jurisdictions, sums due for fractional interests that are not timely claimed after the Effective Time may be required to be paid to the designated agent for each such jurisdiction. Stockholders otherwise entitled to receive such funds, who have not received them, will have to seek to obtain such funds directly from the jurisdiction to which they were paid.Warrant Exercise Proposal.

Material U.S. Federal Income Tax Considerations Related to the Reverse Stock Split

The following is a general summary of the material U.S. federal income tax considerations to U.S. holders (as defined below) of the Reverse Stock Split. This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated under the Code (the “Treasury Regulations”) and judicial authority and administrative interpretations, all as of the date of this document, and all of which are subject to change, possibly with retroactive effect, and are subject to differing interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. We have not sought and will not seek an opinion of counsel or any rulings from the Internal Revenue Service (the “IRS”) with respect to any of the tax considerations discussed below. As a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

This discussion is limited to U.S. holders that hold Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address any tax consequences arising under the tax on net investment income or the alternative minimum tax, nor does it address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, U.S. federal estate or gift tax laws, or any tax treaties. Furthermore, this discussion does not address all aspects of U.S. federal income taxation that may be applicable to U.S. holders in light of their particular circumstances or to U.S. holders that may be subject to special rules under U.S. federal income tax laws, including, without limitation:

•        a bank, insurance company or other financial institution;

•        a tax-exempt or a governmental organization;

•        a real estate investment trust;

•        an S corporation or other pass-through entity (or an investor in an S corporation or other pass-through entity);

•        a regulated investment company or a mutual fund;

•        a dealer or broker in stocks and securities, or currencies;

•        a trader in securities that elects mark-to-market treatment;

•        a holder of Common Stock that received such stock through the exercise of an employee option, pursuant to a retirement plan or otherwise as compensation;

•        a person who holds Common Stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction;

•        a corporation that accumulates earnings to avoid U.S. federal income tax;

•        a person whose functional currency is not the U.S. dollar;

•        a U.S. holder who holds Common Stock through non-U.S. brokers or other non-U.S. intermediaries;

PROPOSAL 2:

APPROVAL OFNO. 2 — THE ADJOURNMENT PROPOSAL

Background of and Rationale for the Adjournment Proposal

The Board believes that if the number of shares of our Common Stockthe Company’s common stock outstanding and entitled to vote at the Special Meeting is insufficient to approve the Reverse Stock Split,Proposal No. 1 (the Warrant Exercise Proposal), it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve the Reverse Stock SplitWarrant Exercise Proposal.

In the Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning or postponing the Special Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Reverse Stock SplitWarrant Exercise Proposal.

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that a majority of the number of outstanding shares of our Common Stockcommon stock will vote against the Reverse Stock SplitWarrant Exercise Proposal, we could adjourn or postpone the Special Meeting without a vote on the Reverse Stock Splitproposal and use the additional time to solicit the holders of those shares to change their vote in favor of the Reverse Stock SplitWarrant Exercise Proposal.

If it is necessary or appropriate (as determined in good faith by the Board) to adjourn the Special Meeting, no notice of the adjourned meeting is required to be given to our stockholders, other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

Required Vote Required

The affirmative “FOR” vote of a majority of the shares of Common Stockcommon stock present in person or represented by proxy at the Special Meeting and entitled to vote on this proposal is required to approve this proposal. Each of the failure to vote by proxy or to vote in personAbstentions will be counted and a broker non-vote will have no effect on the Adjournment Proposal. An abstention will have the same practical effect as a vote againstAGAINST this proposal. As describednoted above, we expectbelieve that the Adjournment Proposal is considered a “routine” matter. Therefore, your broker, bank or other nominee may vote your shares without receiving instructions from you on this proposal and accordingly, we do not expect anyProposal 1 will be considered “non-routine” and therefore broker non-votes onare not expected to be present at this proposal. A failure to instruct your broker, bank or other nominee on how to vote your shares will not necessarily count as a vote against this proposal.meeting.

Recommendation of the Board Recommendationof Directors

OurThe Board unanimously recommends that you vote “FOR” Proposal No. 2 to approve the Adjournment Proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of November 17, 2023, with respect to the beneficial ownership of our Common Stock (including shares issuable uponcommon stock by each of the exercise or conversion of securities that entitle the holders thereof to obtain Common Stock upon exercise or conversion in accordance with the terms thereof) as of March 3, 2023, by:following:

•        each person who is known by us to be the beneficial owner of more than five percent5% of our outstanding shares of Common Stock;common stock;

•        each of our directors;

•        each of our named executive officers; and

•        all of our directors and executive officers of the Company as a group.

As of November 17, 2023, we had 1,217,981 shares of common stock outstanding.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of options, warrants or other rights that are either immediately exercisable or exercisable on or before May 5, 2023, which is approximatelywithin 60 days after the date of this proxy statement.November 17, 2023. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as indicatedotherwise noted below, the address for each of the individuals and entities listed in the footnotes to this table each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned and each person’s address is c/o Adial Pharmaceuticals, Inc., 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901. As of March 3, 2023, we had 28,516,564 shares of Common Stock outstanding.

____________

*        less than 1%

(1)      Comprised of 1,100,00060,799 shares of common stock and an option to purchase 101,2968,248 shares of common stock which will vest within 60 days of March 3,November 17, 2023, which shares were part of total option grants to purchase 196,66719,866 shares of our common stock.

(2)      Comprised of 107,63910,605 shares of our common stock. The number of shares also includes 5,927 warrants to purchase shares of common stock at an exercise price of $6.25 per share. Includes option to purchase 551,79924,933 shares of common stock, which will vest within 60 days of March 3,November 17, 2023, which shares were part of a total option grant to purchase 635,13230,405 shares of our common stock.

(3)      Includes (i) 687,729option to purchase 5,645 shares of common stock which will vest within 60 days of November 17, 2023, which shares were part of total option grants to purchase 7,823 shares of our common stock.

(4)      Includes option to purchase 5,645 shares of common stock which will vest within 60 days of November 17, 2023, which shares were part of total option grants to purchase 7,823 shares of our common stock.

(5)      Includes (i) 5,929 shares of our common stock, owned by En Fideicomiso De Mi Vida 11/23/2010 (Trust); (ii) 3,720 shares of our common stock owned by En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017; (iii) 8,041 shares of our common stock and a warrant to acquire 10,829purchase 131 shares of our common stock having an exercise price of $.0054 per share, a warrant to acquire 36,800$190.86, both owned directly by Bankole A. Johnson; (iv) 892 shares of our common havingstock owned by En Fideicomiso De Mis Suenos 11/23/2010 (Trust); (v) 403 shares of our common stock owned by De Mi Amor 11/23/2010 (Trust); (vi) an exercise priceaggregate of $5.00 per share,372 shares of our common stock owned by Efunbowale Johnson, Ade Johnson, Lola Johnson, Lina Tiouririne, and Aida Tiouririne from whom Dr. Johnson has an voting proxy, (vi) 1,618 shares of our common stock owned by Medico-Trans Company, LLC. Medico-Trans Company, LCC is controlled by Bankole Johnson. Dr. Johnson is the Trustee of each Trust. Includes option to purchase 11,473 shares of common stock which will have been vested within 60 days of November 17, 2023, which shares were part of total option grants to purchase 13,223 shares of our common stock.

(6)      Includes (i) 6,117 shares of common stock, a warrant to acquire 5,452purchase 216 shares of our common stock having an exercise price of $7.63$0.13 per share, and a warrant to acquire 205,827purchase 198 shares of our common stock having an exercise price of $6.25$190.86 per share;share, all owned by Virga Ventures, LLC; (ii) 333,2501,646 shares of our common stock and

OTHER MATTERSNOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS (“HOUSEHOLDING” INFORMATION)

The only mattersSEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports by delivering a single copy of these materials to an address shared by two or more Adial stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies and intermediaries. A number of brokers and other intermediaries with account holders who are our stockholders may be acted upon at the Special Meeting are the Reverse Stock Split Proposal and the Adjournment Proposal. No other matters will be acted upon at the Special Meeting.

2023 ANNUAL MEETING

As previously stated inhouseholding our stockholder materials, including this proxy statement. In that event, a single proxy statement, filed withas the SEC on September 1, 2022, pursuant to Rule 14a-8 under the Exchange Act, a stockholder proposal submitted for inclusion in our proxy statement for the 2023 Annual Meeting of Stockholders mustcase may be, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the Company’saffected stockholders. Once you have received notice from your broker or other intermediary that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent, which is deemed to be given unless you inform the broker or other intermediary otherwise when you receive or received the original notice of householding. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your broker or other intermediary to discontinue householding and direct your written request to receive a separate proxy statement to us at: Adial Pharmaceuticals, Inc., Attention: Corporate Secretary, at our corporate office at 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901 no later than May 3, 2023, or if the date of our 2023 Annual Meeting ofby calling us at (434) 422-9800. Stockholders is more than 30 days from the anniversary datewho currently receive multiple copies of the 2022 Annual MeetingProxy Statement at their address and would like to request householding of their communications should contact their broker or other intermediary.

STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING

Stockholders then the deadline is a reasonable time before we begin to print and send our proxy materials for our 2023 Annual Meeting of Stockholders.

If youwho intend to present a proposalproposals at our 2023the 2024 Annual Meeting under SEC Rule 14a-8 must ensure that such proposals are received by the Corporate Secretary of Stockholders, includingthe Company not later than June 1, 2024. Such proposals must meet the requirements of the SEC to be eligible for inclusion in the Company’s 2024 proxy materials.

Generally, timely notice of any director nominations,nomination or other proposal that any stockholder intends to present at the 2024 Annual Meeting, but you dodoes not intend to have it included in our 2023 Proxy Statement, youthe proxy materials prepared by the Company in connection with the 2024 Annual Meeting, must deliver a copy of your proposalbe delivered in writing to ourthe Corporate Secretary at our corporate office listed below under “Householdingthe address above not less than 90 days nor more than 120 days before the first anniversary of Proxy Materials” no earlier than June 15, 2023 and no later than the close of business on July 17, 2023. The proposal must contain certain information specified in our Amended and Restated Bylaws; provided, however, that inprior year’s meeting. However, if we hold the event that the date of our 20232024 Annual Meeting of Stockholderson a date that is advanced by more thannot within 30 days before or delayed by more than 6030 days from theafter such anniversary date, ofwe must receive the 2022 Annual Meeting of Stockholders, your notice will be timely if we receive it nonot earlier than the close of business on the 120th day prior to the 2023 Annual Meetingsuch annual meeting and nonot later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the tenth10th day following the earlierday on which public announcement of the date of the 2024 Annual Meeting is first made. As a result, stockholders who intend to present proposals at the 2024 Annual Meeting under these provisions must give written notice to the Corporate Secretary, and otherwise comply with the Bylaw requirements, no earlier than the close of business on which a public announcement settingJuly 5, 2024, and no later than the close of business on August 4, 2024, provided our 2024 Annual Meeting is not 30 days before or after November 2, 2024. In addition, the stockholder’s notice must set forth the date ofinformation required by our Bylaws with respect to each stockholder making the proposal and each proposal and nomination that such meeting is first made.stockholder intends to present at the 2024 Annual Meeting. All proposals should be addressed to the Corporate Secretary, Adial Pharmaceuticals, Inc., 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901.

In addition to satisfying all the foregoing requirements, under our bylaws, to comply with the SEC’s new universal proxy rules, for our 2023 annual meeting, stockholders who intend to solicit proxies in support of director nominees other than ourthe Company’s nominees must provide notice that sets forth all of the information required by Rule 14a-19 under the Exchange Act no later than August 14, 2023, provided that the date of the meeting has not changed by more than 30 calendar days.September 3, 2024. If such meeting date is changed by more than 30 days, then notice pursuant to Rule 14a-19 must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made.

Householding of Proxy Materials

Some brokers and other nominee record holders may be “householding” our proxy materials. This means a single notice and, if applicable, the proxy materials, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of the notice and, if applicable, the proxy materials to you if you write or call us at Adial Pharmaceuticals, Inc., 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901, Telephone: (434) 422-9800. If you would like to receive separate notices and copies of our proxy materials and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and telephone number.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ADIAL PHARMACEUTICALS, INC.
1180 Seminole Trail, Suite 495
Charlottesville, Virginia 22901

Adial Pharmaceuticals, Inc. (the “SPECIAL MEETING OF STOCKHOLDERS — JANUARY 11Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

1.      The name of the Corporation is Adial Pharmaceuticals, Inc.

2.      The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Certificate of Incorporation of the Corporation as follows:

3.      The Certificate of Incorporation is hereby amended by adding the following new paragraph D to ARTICLE IV:

         ” D. Reverse Stock Split.

         Effective at 11:59 p.m. Eastern time on the day immediately following the filing of this Certificate of Amendment to the Certificate of Incorporation (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each [two (2) to fifty (50) shares of Old Common Stock with the exact number of shares to be determined by the Board of Directors and publicly announced by the Corporation prior to the Effective Time] issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified and combined into one share of Common Stock, $0.001 par value per share, of the Corporation (the “New Common Stock”)(the “Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, 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 Stock 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.

         Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified and combined (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time), provided however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined.”

5.      The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

6.      This Certificate of Amendment shall be effective as of ____ at ____ Eastern Time.

[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]