UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section

PROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities

Exchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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           , 2023

Notice is hereby given that a special meeting of the stockholders (the “Special Meeting”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held on                , 2023, at 10:00 a.m. Eastern Time, at 1180 Seminole Trial, Suite 495, Charlottesville, VA 22901. We are holding 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 of the Board of Directors of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.001 per share (“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 (the “Reverse Stock Split Proposal”) and included in a public announcement;

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Board has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal. 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, 2023 as the Record Date for the Special Meeting. Only stockholders of record of our Common Stock, on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or, continuations(s), or adjournment(s) of the Special Meeting.

A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at our offices during regular business hours for the 10 calendar days prior to the Special Meeting and in person during the Special Meeting.

YOUR VOTE AT THE SPECIAL MEETING IS IMPORTANT.

Whether or not you plan to attend the Special Meeting in person, we urge you to vote your shares as promptly as possible by Internet, telephone or mail.

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, we thank you for your continued support.

TABLE OF CONTENTS

1180 Seminole Trail, Suite 495

Charlottesville, Virginia 22901

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

To Be Held on          TO BE HELD ON JANUARY [●], 2024

November [●], 2023

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

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalfDear Stockholders of Adial Pharmaceuticals, Inc.:

You are cordially invited to be voted at the Company’sa Special Meeting of Stockholders (the “Special Meeting”“Special Meeting”) of Adial Pharmaceuticals, Inc. (the “Company”) to be held on              , 2023, and 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             , 2023 at 10:00 a.m. Eastern time. This proxy statement and accompanying form of proxy are dated                   , 2023 and are expected to be first sent or given to stockholders on or about March 2023.

If you held shares of our Common Stock 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 applicable to the class of stock which you held.

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, on January [●], 2024, beginning at 9:00 a.m., local time.

The Company will pay the costs of soliciting proxies from stockholders. We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $10,000, plus reimbursement of expenses. In addition to solicitation by mail and by D.F. King & Co., Inc., our directors, officers and employees may solicit proxies on behalf of the Company, without additional compensation, by telephone, facsimile, mail, on the Internet or in person.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting has been called by the Board of StockholdersDirectors to be held on           , 2023: Pursuantsubmit to SEC rules, with respect to the Special Meeting, we have elected to utilize 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.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

What is a proxy?

A proxy is another person that you legally designate 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 will be appointing Cary Claiborne and Joseph Truluck as your proxy. The proxy agent will vote on your behalf, and will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Special Meeting, please vote by proxy so that your shares may be voted.

What is a proxy statement?

A proxy statement is a document that regulations 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 presentedstockholders for a stockholder vote at the Special Meeting?

At the Special Meeting, stockholders will act uponapproval the following proposals:matters:

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 ratioA Proxy Statement describing these matters 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 stockholdersacted upon 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 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 stockholdersattached. No other matters will be reduced byconsidered at 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.Special Meeting.

What are the consequences if the Reverse Stock Split ProposalYour vote 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 listingimportant. The close of our Common Stockbusiness on The Nasdaq Stock Market LLC (“Nasdaq”) by increasing the per share trading price of our Common Stock to help ensure 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.

What isNovember 17, 2023 has been fixed as the record date and what does it mean?

The Record Date to determinefor the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting isMeeting. Only stockholders of record at the close of business on February 24, 2023. The Record Date is established by the Board as required by Delaware law. On the Record Date, 28,516,564 shares of Common Stock were issued and outstanding.

Who is entitled to vote at the Special Meeting?

Holders of record of our Common Stock as of the close of business on the Record Date will beNovember 17, 2023 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.

Enclosed is a proxy that will entitle you to vote your shares on the matters presented at the Special Meeting, even 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 receipt prior to the Special Meeting, or follow the instructions in the accompanying proxy materials to vote via the internet. Regardless of the number of shares you own, please be sure you are represented at the Special Meeting either by attending in person or by returning your proxy by mail or voting on the internet as soon as possible.

On behalf of Adial Pharmaceuticals, Inc., I thank you for your 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 [●], 2024

November [●], 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 [●], 2024, beginning at 9:00 a.m. local time, for the following purposes:

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 adjournmentsadjournment or postponements thereof. Holderspostponement 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 JANUARY [●], 2024

On or about December [●], 2023, we will begin mailing this proxy statement.

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 Contents

1180 Seminole Trail, Suite 495

Charlottesville, Virginia 22901

SPECIAL MEETING PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY [●], 2024

GENERAL INFORMATION

We are providing these proxy materials to holders of shares of Common Stock havecommon stock, $0.001 par value per share (the “common stock”), of Adial Pharmaceuticals, Inc., a Delaware corporation (referred to as “Adial,” the right“Company,” “we,” or “us”), in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Adial of proxies to votebe voted at our Special Meeting of Stockholders (the “Special Meeting”) to be held on allJanuary [●], 2024, beginning at 9:00 a.m., local time at 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901, and at any adjournment or postponement of our Special Meeting.

The purpose of the Special Meeting and the matters broughtto be acted on are stated in the accompanying Notice of Special Meeting. No other business will come before the Special Meeting.

You do not needOur Board of Directors is soliciting votes (1) FOR approval of the issuance of up to 2,836,880 shares of our common stock upon the exercise of our common stock purchase warrants issued to an institutional investor 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 [●], 2023, we will begin mailing this proxy statement.

SPECIAL MEETING ADMISSION

All stockholders as of the record date 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 driver’s license or passport) and evidence of your share ownership of our 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 attend the Special Meeting, you will be required to votepresent proof of your shares. Instead, you may vote your shares by marking, signing, dating and returning the enclosed proxy card or voting through the Internet.

What are the voting rights of the stockholders?

Each shareownership of our Common Stock outstanding as ofcommon stock on the record date, is entitledsuch as a bank or brokerage account statement and voting instruction card, to one vote per share on all matters properly brought beforebe admitted to the Special Meeting.

HOW TO VOTE

Stockholders of Record

If your shares are registered directly in your name with ourAdial’s transfer agent, VStock Transfer, LLC, you are considered the stockholder“stockholder of record with respect torecord” of those shares. The notice of the Special Meeting has beenshares and this proxy statement is being sent directly to you by us.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 Internet

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 follow 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 January [●], 2024 to be counted.

Submit a Proxy at the Special Meeting

Submitting a proxy by mail or internet will not limit your right to vote at the Special Meeting if you decide to attend in person.

Beneficial Owners of Shares Held in Street Name

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. Youyou are considered the beneficial owner“beneficial owner” of these shares and your shares are held in “street name.” A notice orstreet name, and this proxy statement and voting instruction card have beenis being forwarded to you by your nominee.broker, bank or nominee, who is considered the stockholder of record of those shares. As thea beneficial owner, you have the right to direct your broker, bank or nominee concerningon 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 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, you may instruct your broker, bank or nominee to vote your shares by using thepursuant to voting instructions they included inyou will receive from your broker, bank or nominee describing the mailing or by following their instructionsavailable processes for voting by telephoneyour stock.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Other than these proposals, no other proposals will be presented for a vote at the Internet.Special Meeting.

Broker non-votes occur when

As of the Record Date, there were [●] shares of common stock outstanding and entitled to vote. Holders are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referredentitled to as held in “street name”) and the broker submits a proxy but does notone vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the ruleseach share of common stock outstanding as 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.Record Date.

Record Holder. If your shares are registered directly in your name on the books of Adial maintained with Adial’s transfer agent, VStock Transfer, LLC, you are considered the “record holder” of those shares, and this proxy statement is sent directly to you by Adial. As the stockholder of record, you have the right to grant your voting proxy directly or to directly vote in person at the Special Meeting.

Beneficial Owner 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 “beneficial owner” of shares held in street name (also called a “street name” holder), and this proxy statement is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other 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 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 pursuant to voting instructions you will receive from your broker, bank or nominee describing the available processes for voting your 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 wherethat are considered to be “routine,” but not with respect to “non-routine” matters. If the broker or nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will not be able to vote your shares on such matter, often referred to as a broker has discretionary voting authority over your shares. We expect that undernon-vote.

Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholder, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. We believe that Proposal 1 and Proposal 2 are each considered a “routine” matter.non-routine matters. Accordingly, brokers will have such discretionary authority toyour broker, bank or nominee may not vote on such proposals in their discretion, and may vote “FOR,” “AGAINST,” or “ABSTAIN” 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.”

We encourage you to provide instructions to your brokerage firm via the Internet or telephone or by returning your signed voting instruction card. This ensures that your shares will be votedon Proposal 1 and/or Proposal 2 without your instructions. Because there are no routine matters on which brokers, banks or other nominees can vote without instruction at the Special Meeting, with respect to the proposals described in this proxy statement.

When and where is the Special Meeting and what do I need to be able to attend in person?

The Special Meeting will be held on             , 2023, at 10:00 a.m. Eastern Time at 1180 Seminole Trial, Suite 495, Charlottesville, VA 22901. Any stockholder who owns our Common Stock on the Record Date can attend the Special Meeting in person.

The meeting will begin promptly at 10:00 a.m. Eastern time. We encourage you to arrive at the meeting prior to the start time and you should allow ample time for the check-in procedures.

How do I cast my vote?

If youno broker non-votes are a stockholder of record, there are four ways to vote:

By completing and submitting a proxy, you will direct the designated persons (known as “proxies”) to vote your stock at the Special Meeting in accordance with your instructions. The Board has appointed Cary Claiborne, our Chief Executive Officer, and Joseph Truluck, our Chief Financial Officer, to serve as the proxies for the Special Meeting.

In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern time on             , 2023. Proxies submitted by U.S. mail must be received before the start of the Special Meeting.

Your proxy will be voted according to your instructions. If you are a stockholder of record and do not vote via the Internet or telephone or by returning a signed proxy card, your shares will not be voted unless you attend the Special Meeting and vote your shares in person. If you vote via the Internet or telephone and do not specify contrary voting instructions, your shares will be voted in accordance with the recommendations of our Board on all matters. Similarly, if you sign and submit your proxy card with no instructions, your shares will be voted in accordance with the recommendations of our Board on all matters. No other business will be consideredexpected at the Special Meeting.

If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a bank, broker or other nominee, then you are deemed to be the beneficial owner of your shares and the broker that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, broker or other nominee that holds your shares. In order to vote

For shares you will need to follow thehold beneficially, you may change or revoke your vote by following instructions that your bank, broker or other nominee provides you. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the bank, broker or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

In the event you do not provide instructions on how to vote, we expect that your broker will have authority to vote your shares with respect to the Reverse Stock Split Proposal and the Adjournment Proposal. Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on “routine” matters, but not on “non-routine” matters. We expect that each of the Reverse Stock Split Proposal and the Adjournment Proposal is considered a “routine” matter. Accordingly,provided by your broker, bank or other nominee may vote your shares without receiving instructions from you on Proposal 1 (Reverse Stock Split Proposal) and Proposal 2 (Adjournment 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 Proposal 1 (Reverse Stock Split Proposal) and Proposal 2 (Adjournment Proposal).

What if I return a proxy card or otherwise submit a proxy but do not make specific choices?

If you are a record holder and return a signed and dated proxy card or otherwise submit a proxy without marking voting selections, your shares will be voted, as applicable, FOR Proposal 1—the Reverse Stock Split Proposal and FOR Proposal 2—the Adjournment Proposal.

Who counts the votes?

All votes will be tabulated by the inspector of election appointed for the Special Meeting. Each proposal will be tabulated separately.

What are my choices when voting?nominee.

How does the Board recommend I vote on the proposals?

The Board recommends you vote:

What is a “quorum?”

A quorum is the minimum number of shares required to be present or represented by proxy at the Special Meeting to properly hold a meeting of stockholders and conduct business under our Amended and Restated Bylaws and Delaware law. The presence, in person or by proxy, of thirty-three and four-tenths percent (33.4%) of the voting power of the stock issued, outstanding and entitled to vote at the Special Meeting will constitute a quorum at the Special Meeting. Abstentions and broker non-votes will be counted as shares present and entitled to vote for the purposes of determining a quorum for the Special Meeting.

What vote is required to approve each item?

Proposal 2—Adjournment Proposal. To be approved, Proposal 2 (the Adjournment Proposal), must receive HowFOR votes from the holders of a majority of the shares present in person or represented by proxy and entitled to vote on that proposal at the Special Meeting. Abstentions will have the same effect as an AGAINST vote. Broker non-votes are abstentions and broker non-votes treated?not expected to be present at this meeting because there are no routine matters expected to be voted on.

AbstentionsWe recommend you vote FOR the two (2) proposals.

PROPOSAL NO. 1 – THE WARRANT EXERCISE PROPOSAL

Background

We are includedseeking stockholder approval for the issuance of up to 2,836,880 shares of our common stock upon the exercise of common stock purchase warrants that were issued 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 determinationPrivate 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 Series 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 exercise 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 one 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 beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock present atoutstanding immediately after giving effect to the Special Meeting for determiningexercise.

In connection with the Private Placement, we entered into a quorum atregistration rights agreement (the “Registration Rights Agreement”), dated as of October 19, 2023, with the meeting. An abstention is not an “affirmative vote,” but an abstaining stockholder is considered “entitledInvestor, pursuant to vote” atwhich the Special Meeting. Accordingly, an abstention willCompany 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 (the “Warrant Shares”) no later than 20 days after the date of the Registration Rights Agreement, to use its commercially reasonable efforts to have the effectregistration 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 event of a vote against Proposals 1“full review” by the SEC), and 2.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 Warrant Shares 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 current public information requirement under Rule 144. Accordingly, we filed a registration statement on form S-1 registering the Warrant Shares on November 8, 2023, which was declared effective on November 17, 2023.

Broker non-votes will be includedThe net proceeds to us from the 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 connection with the determinationPrivate Placement, pursuant to that certain engagement letter, dated as of September 27, 2023, as amended, between the Company and Wainwright (the “Engagement Letter”). Pursuant to the Engagement Letter, we paid Wainwright (i) a cash fee equal to 7.0% of the aggregate gross proceeds of the Private Placement, (ii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement, (iii) a non-accountable expense allowance of $25,000, and (iv) $50,000 for legal fees and other out-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 “Placement Agent Warrants”), which represents 6.0% of the aggregate number of shares of Common Stock present atcommon stock underlying the Special Meeting for determining a quorum at the meeting. Because your broker will have discretionary voting authority with respect to Proposals 1 and 2, we do not expect to have any broker-non-votes; however, if we were to have a broker-non-vote it would have no effect on upon the approval of Proposal 2 as broker non-votes are not considered “entitled to vote.” Broker non-votes, to the extent applicable, will have the effect of a vote against Proposal 1.

If your shares are heldPre-Funded Warrants sold in the name of a bank, brokerprivate 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 $3.525, 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 your proxy and change your vote at any time before the final vote at the Special Meeting. You may 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 attendance at the Special Meeting will not automatically revoke your proxy unless you vote again 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 any125% of the matters to be voted on at 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.

What does it mean if I get more than one set of voting materials?

Your shares are probably registered in more than one account. Please follow the separate voting instructions that you received for your shares of Common Stock held in each of your different accounts to ensure that all of your shares are voted.

What are the solicitation expenses and who pays the cost of this proxy solicitation?

Our Board is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material 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. In addition to the solicitation of proxies, we have engaged D.F. King & Co., Inc., the proxy solicitation firm hired by the Company, at an approximate cost of $10,000, plus reimbursement of expenses, to solicit proxies on behalf of our Board. D.F. King & Co., Inc. may solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. The fees of D.F. King & Co., Inc. as well as 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 shares of the Common Stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of Common Stock.

Are there any other matters to be acted upon at 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 results 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 days of the meeting.

Whom do I call if I have questions?

If you have any questions, need additional material, or need assistance in voting your shares, please feel free to contact the firm assisting us in the solicitation of proxies, D.F. King & Co., Inc., at (800) 967-0261.

PROPOSAL 1:

APPROVAL OF THE AMENDMENT

TO THE COMPANY’S CHARTER

TO EFFECT THE REVERSE STOCK SPLIT

Reasons for the Reverse Split Proposal

The Board is recommending to the Company’s stockholders for their approval an amendment that would authorize, but not obligate the Board, to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the outstanding and treasury shares of Common Stock at a ratio 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 availability of a range of reverse split ratios will provide the Company with the flexibility to implement the Reverse Stock Split, if effected at all, in a manner designed to maximize the anticipated benefits for the Company and its stockholders. The general description 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 text of the form 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 anniversary 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”) of the Nasdaq notifying us 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 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). 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 limited 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.

Potential Effects of the Amendment

If the Board decides to implement the Reverse Stock Split, the Company would communicate to the public, prior to the effective time 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:

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 believes 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 resultunderlying 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 reduces the number ofpaid in cash, and further issue to Wainwright (or its designees) warrants to purchase shares of Common Stock available in the public market. If the Reverse Stock Split Amendment is approved and the Board believes that effecting the Reverse Split is in our best interest and the best interestequal to 6.0% 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 liquidity of the Common Stock and to facilitate capital raising.

To increase the number of additional shares issuable under the Company’s charter. A Reverse Stock Split will reduce the nominal number of shares of Common Stock outstanding and the number of shares of Common Stock issuable on exercise of Company warrants or options, while leaving the number of shares issuable under our Charter unchanged. A Reverse Stock split will therefor effectively increase the number of shares of the Common Stock that we are able to issue. This effective increase will facilitate future capital fundraising on our part. As a biotechnology company without a revenue generating product yet on the market and considerable development costs that must be funded to bring a product to market, we are likely to require additional capital funding. Some investors may find the Common Stock more attractive if the Reverse Stock Split is effected with additional assurance that we are unlikely to be limited in our ability to access needed capital by the number of shares of our Common Sock authorized for issuance. However, other investors may find the Common Stock a less attractive investment with the knowledge that additional dilution of the Common Stock is possible.

Certain Risks Associated with a Reverse Stock Split

Reducing the number of outstanding shares of the Common Stock through the Reverse Split Proposal is intended, absent other factors, to increase the per share market price of the Common Stock. Other factors, however, such as our financial results, market conditions, the market perception of our business and other risks, including those set forth below and in our SEC filings and reports, may adversely affect the market price of the Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in 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 the number of shares of Common Stock outstanding and 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, 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.

Impact of a Reverse Stock Split If Implemented

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 following table sets forth the approximate number of shares of the Common Stock that would be outstanding immediately 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.

We are currently authorized to issue a maximum of 50,000,000 shares of our Common Stock. As of the Record Date, there were 28,516,564 shares of our Common Stock issued and outstanding. Although the number of authorized shares of our Common Stock will not change as a result of the Reverse Stock Split, the number of shares of our Common Stock issued and outstanding will be reduced in proportion to the ratio selected by the Board. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by 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 some of the additional shares underlie warrants, which could be exercised or converted after the Reverse Stock Split Amendment is effected.

Effects of the Reverse Stock Split

Management does not anticipate that our financial condition, the percentage ownership of Common Stock by management, the number of our stockholders or any aspect of our business will materially change as a result of the Reverse Stock Split. Because the Reverse Stock Split will apply to all issued and outstanding shares of Common Stock and outstanding rights to purchase Common Stock 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 of the holders of the Common Stock will not be affected by the Reverse Stock Split, other than as a result of the treatment of fractional shares as described below. For example, a holder of 2% of the voting power 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% of the voting power of the outstanding shares of 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 shares of the Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions in “round lots” of even multiples of 100 shares. The Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split.

Effectiveness 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 Split prior to the one-year anniversary 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 will be abandoned.

Effect on Par Value; Reduction in Stated Capital. The proposed Reverse Stock Split will not affect the par value of our stock, which will remain at $0.001 per share of Common Stock and $0.001 per share of Preferred Stock. As a result, the stated capital on our balance sheet attributable to our Common Stock, which consists of the par value per share of Common Stock multiplied by the aggregate number of shares of Common Stock underlying the Series B Warrants that have been exercised having the same terms as the Placement Agent Warrants issued and outstanding, will be reduced in proportionconnection with the Private Placement.

Pursuant to the Reverse Stock Split Ratio selected by the Board. Correspondingly, our additional paid-in capital account, which consiststerms of the difference between our stated capital andPurchase Agreement, we are prohibited from entering into any agreement to issue or announcing the aggregate amount paid to the Company uponissuance or proposed 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) 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 holdsany shares of Common Stock or 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 Warrants (the “Warrant Shares”)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 a bank, broker, custodianthe 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 Warrant Shares is not an affiliate of the Company, or (d) all of the Warrant Shares 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 Warrant Shares 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 nominee and has any questionsalternatives to the transaction, none of which proved to be feasible or, in this regard,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 are not exercisable until our stockholders approve the issuance of Warrant Shares (“Warrant Approval”). Pursuant to the Purchase Agreement, we are encouragedrequired to contact their bank, broker, custodianhold an annual or other nominee.special meeting of stockholders on or prior to January 22, 2024, which is ninety (90) days following October 24, 2023, the closing date of the Private Placement, for the purpose of obtaining Warrant Approval. We have agreed with the Investor that if we do not issue physical certificates to stockholders.obtain Warrant Approval at the first meeting that is called, we will a call additional shareholder meeting every 90 days thereafter until the earlier of the date we obtain such approval or the Warrants are no longer outstanding.

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 Warrants expire five and half years after the issuance date and the Series B Warrants expire 18 months after the issuance date.

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.Fractional Shares

Fractional Shares. We do not intend to issueNo fractional shares in connection withor scrip representing fractional shares will be issued upon the Reverse Stock Split. and, in lieu thereof,exercise of the Warrants. As to any person whofraction of a share which the holder 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 topurchase upon such holder) shall be entitled to receive a cash payment equal toexercise, the number of shares of common stock to be issued will be rounded up to the Commonnearest 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, or a Buy-In, 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 were required to deliver 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 be required to pay liquidated damages in the amount of $10 per trading day for each $1,000 of the shares of common stock exercised but not delivered (and rising to $20 per trading day beginning the third 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 exercise any portion of a Warrant if the holder (together with its Attribution Parties (as defined in the Warrant) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrant. 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 after the 90^Th day anniversary of the Warrant issuance date, a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended, is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Warrant.

Adjustment for Stock Splits

The exercise price and the number of shares of common stock purchasable upon the exercise of the Warrants are subject to adjustment upon the occurrence of specific events, including sales of additional shares of common stock, stock dividends, stock splits, and combinations of our common stock.

Dividends or Distributions

If we declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of our 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 issuance of the Warrants, then, in each such case, the holders of the 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 bythe 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 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 entitled to acquire, upon the terms applicable to such stockholderPurchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete exercise of the Warrants immediately before the Reverse Stock Split that would otherwise have been exchanged forrecord date, or, if no such fractional share interest multiplied byrecord is taken, the average closing sales pricedate as of which the Common Stock as reported on the Nasdaqrecord holders of shares of common stock are to be determined, for the ten days precedinggrant, issue or sale of such Purchase Rights.

Fundamental Transaction

If a Fundamental Transaction (as defined below) occurs, then the Effective Time. Aftersuccessor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Reverse Stock Split is effected,Warrants with the same effect as if such successor entity had been named in the Warrant itself. Additionally, upon consummation of a stockholder will have no further interest inFundamental Transaction pursuant to which holders of shares of our companycommon stock are entitled to receive securities or other assets with respect to its fractional share interest and persons otherwise entitledor in exchange for shares of our common stock, we will make appropriate provision to a fractional shareensure that the holder will notthereafter have the right to receive upon an exercise of the Warrants at any voting, dividendtime 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 rights with respect thereto, exceptproperty) purchasable upon the exercise of the Warrant prior to receivesuch Fundamental Transaction, at the above-described cash payment. Stockholders should be aware that underoption of each holder (without regard to any limitation in the escheat lawsWarrant on the exercise of various jurisdictions, sums due for fractional interests thatthe Warrants), the number of shares of common stock of the successor or acquiring corporation or of us, if we are not timely claimed after the Effective Time may be required to be paid tosurviving corporation, and any additional consideration which the designated agent for each such jurisdiction. Stockholders otherwiseholder would have been entitled to receive upon the happening of such funds, who have not received them, will haveFundamental Transaction had the Warrants been exercised immediately prior to seek to obtain such funds directly from the jurisdiction to which they were paid.Fundamental Transaction.

Material U.S. Federal Income Tax Considerations RelatedIf holders of our common stock are given a choice as to the Reverse Stock Splitsecurities, 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.

The following isNotwithstanding the foregoing, in the event of a general summaryfundamental transaction, the holders of the material U.S. federal income tax considerationsWarrants have the right to U.S. holdersrequire us or a successor entity to redeem the Warrants for cash in the amount of the Black-Scholes Value (as defined below)in each Warrant) of the Reverse Stock Split. This discussion is based upon current provisionsremaining unexercised portion of the Internal Revenue CodeWarrants on the date of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated under the Code (the “Treasury Regulations”) and judicial authority and administrative interpretations, allconsummation 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 in 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 this document,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 is being offered and paid to the holders of our common stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our Common Stock are 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 subjectpermitted to change, possibly with retroactivesell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the 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 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 opinionany reclassification, reorganization or recapitalization of counselour common stock or any rulings from the Internal Revenue Service (the “IRS”)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 respect to anyanother person or group of persons whereby such other person or group acquires more than 50% of the tax considerations discussed below. As a result, there can be no assurance that the IRS will not assert,outstanding shares of our common stock or that a court would not sustain, a position contrary to any50% or more of the conclusions set forth below.voting power of the common 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 holders of the Warrants 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 amended 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.

Listing

There is no established public trading market for the Warrants, and we do not expect a market to 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 trades under the ticker symbol “ADIL.” Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions other than public offerings of greater than 20% of the outstanding common stock or voting power of the issuer prior to the Private Placement. We are seeking stockholder approval for the issuance of up to an aggregate of 2,836,880 shares of our common stock issuable pursuant to the Warrants. Effectively, stockholder approval of this Warrant Exercise Proposal is one of the conditions for us to receive up to an additional approximately $8.0 million upon the exercise of the Warrants, if exercised for cash. Loss of these potential funds could adversely impact our ability to fund our operations.

This discussionThe Board is limitednot seeking the approval of our stockholders to U.S. holders that hold Common Stock as “capital assets” within the meaning of Section 1221authorize our entry into or consummation of the Code (generally, property held for investment). This discussion does not address any tax consequences arising undertransactions contemplated by the tax on net investment income orsecurities purchase agreement, as 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:

If a partnership, or any entity (or arrangement) treated as a partnership for U.S. federal income tax purposes, holds Common Stock, the tax treatment of a partner in such partnership generally will depend on the status of the partnerPrivate Placement has already been completed and the activities ofWarrants have already been issued. We are only asking for approval to issue the partnership andWarrant Shares upon certain determinations made at the partner level. Partnerships holding Common Stock and partners in such partnerships should consult their own tax advisors about the U.S. federal income tax consequences of the Reverse Stock Split.exercise thereof.

For purposes of this discussion, a “U.S. holder”Potential Consequences if Proposal No. 1 is a beneficial owner of shares of Common Stock that is for U.S. federal income tax purposes:

Tax Consequences of the Reverse Stock Split GenerallyNot Approved

The Reverse Stock Split should constitute a “recapitalization”failure of our stockholders to approve this Proposal No. 1 will mean that: (i) we cannot permit the exercise of the Warrants and (ii) may incur substantial additional costs and expenses.

Each Warrant has an initial exercise price of $2.82 per share. Accordingly, we would realize an aggregate of up to approximately $8.0 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 Private Placement, if all the Warrants were exercised based on such value. If the Warrants cannot be exercised, we will not receive any such proceeds, which could adversely impact our ability to fund our operations.

In addition, in connection with the Private Placement and the issuance of Warrants, we have agreed to seek stockholder approval every 90 days until our stockholders approve the issuance of the Warrant 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 U.S. federal income tax purposes. As a result, a U.S. holderfive and one half years. The costs and expenses associated with seeking such approval could materially adversely impact our ability to fund our operations and advance the clinical trials, regulatory approvals for, and commercialization of Common Stock generally should not recognize gain or lossour 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 Reverse Stock Split, exceptissuance of the Warrant Shares upon exercise of the Warrants. Assuming the full exercise of the Warrants, an aggregate of 2,836,880 additional shares of common stock will be outstanding, and the ownership 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 State of Delaware or under our Certificate, or our Amended and Restated Bylaws, as amended, with respect to cash received in lieu of a fractional share of Common Stock, as discussed below. A U.S. holder’s aggregate tax basis in the shares of Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the shares of Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional share of Common Stock), and such U.S. holder’s holding period in the shares of Common Stock received should include the holding period in the shares of Common Stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of Common Stock surrendered to the shares of Common Stock received in a recapitalization pursuant to the Reverse Stock Split. U.S. holders of shares of Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.Warrant Exercise Proposal.

Cash in Lieu of Fractional Shares

A U.S. holder of Common Stock that receives cash in lieu of a fractional share of Common Stock pursuant to the Reverse Stock Split and whose proportionate interest in us is reduced (after taking into account certain constructive ownership rules) should generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis in the shares of Common Stock surrendered that is allocated to such fractional share of Common Stock. Such capital gain or loss should be long-term capital gain or loss if the U.S. holder’s holding period for Common Stock surrendered exceeds one year at the effective time of the Reverse Stock Split. The deductibility of capital losses is subject to limitations. A U.S. Holder that receives cash in lieu of a fractional share of our common stock pursuant to the Reverse Stock Split and whose proportionate interest in us is not reduced (after taking into account certain constructive ownership rules) should generally be treated as having received a distribution that will be treated first as dividend income to the extent paid out of our current or accumulated earnings and profits, and then as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in our common stock, with any remaining amount being treated as capital gain. U.S. holders should consult their tax advisors regarding the tax effects to them of receiving cash in lieu of fractional shares based on their particular circumstances.

Information Reporting and Backup Withholding

Cash payments received by a U.S. holder of Common Stock pursuant to the Reverse Stock Split may be subject to information reporting and may be subject to U.S. backup withholding (currently at 24%) unless such holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with the applicable requirements of the backup withholding rules. Any amount withheld under the U.S. backup withholding rules is not an additional tax and will generally be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

Required Vote

The affirmative vote offrom the holders of a majority of the shares of our issuedpresent in person or represented by proxy and outstanding Common Stockentitled to vote on the Record DateWarrant Exercise Proposal at the Special Meeting is required for approval of the Reverse Stock Split Proposal. Each of the failure to vote by proxy or to vote in person and a broker non-vote will have the effect of a vote against the Reverse Stock Split Proposal. An abstentionthis proposal. Abstentions will have the same practical effect as a vote againstvotes AGAINST this proposal. As describednoted above, we expectbelieve that the Reverse Stock Split 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 2 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 athat you vote “FOR” Proposal No. 1 to approve the approval of the Reverse Stock SplitWarrant Exercise Proposal.

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 ourthe 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 February 24, 2023, by:following:

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 February 24, 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 February 24, 2023, we had 28,516,564 shares of Common Stock outstanding.

DESCRIPTION OF SECURITIES

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 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.their communications should contact their broker or other intermediary.

If youSTOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING

Stockholders who 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 120th120^th day prior to the 2023 Annual Meetingsuch annual meeting and nonot later than the close of business on the later of (i) the 90th90^th day prior to such annual meeting or (ii) the tenth 10^th 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 10^th 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.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act and, therefore, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its Public Reference Room.

ANNEX A

REVERSE STOCK SPLIT CHARTER AMENDMENTADIAL PHARMACEUTICALS, INC.

1180 Seminole Trail, Suite 495

Charlottesville, Virginia 22901

SPECIAL MEETING OF STOCKHOLDERS – JANUARY [●], 2024
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Adial Pharmaceuticals, Inc. hereby constitutes and appoints Cary J. Claiborne and Joseph Truluck as attorneys and proxies, with full power of substitution, to appear, attend and vote all of the shares of common stock standing in the name of the undersigned at the Special Meeting of Stockholders to be held at 1180 Seminole Trail, Suite 495, Charlottesville, Virginia 22901 on January [●], 2024, beginning at 9:00 a.m., local time, and at any adjournments or postponements thereof, upon the following:

Proposal One: Approval of the issuance of up to 2,836,880 shares of our common stock upon the exercise of our common stock purchase warrants issued to an institutional investor 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.

Proposal Two: Approval of an adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of Proposal One.

The undersigned hereby revokes any proxies as to said shares heretofore given by the undersigned and ratifies and confirms all that said proxy lawfully may do by virtue hereof.

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO THE ABOVE PROPOSALS, BUT IF NO SPECIFICATION IS MADE THEY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.

Please mark, date and sign exactly as your name appears hereon, including designation as executor, trustee, etc., if applicable, and return the proxy in the enclosed postage-paid envelope as promptly as possible. It is important to return this proxy properly signed in order to exercise your right to vote if you do not attend the meeting and vote in person. A corporation must sign in its name by the president or other authorized officer. All co-owners and each joint owner must sign.

Please check if you intend to be present at the meeting: ☐

☐ I agree to receive all future communications related to these holdings electronically via the email address provided below. I understand I am able to change this selection at any time in the future.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ADIAL PHARMACEUTICALS, INC.

Voting Instructions

Adial Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue ofYou may vote your proxy in the General Corporation Law of the State of Delaware, does hereby certify that:following ways:

[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]CONTROL NUMBER

IN WITNESS WHEREOF, Adial Pharmaceuticals, Inc. has caused this Certificate to be duly executedYou may vote by the undersigned duly authorized officer as of this [●]Internet 24 hours a day, of [●7 days a week. Internet voting is available through 11:59 p.m., prevailing time, on January [●], [●].2024.

[ADD PROXY CARD]Your Internet vote authorizes the named proxies to vote in the same manner as if you marked, signed and returned your proxy card.