Adial Pharmaceuticals Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price Requirement and Reduce the Public Float
August 04 2023 - 8:30AM
Adial Pharmaceuticals, Inc. (NASDAQ: ADIL; ADILW)
(“Adial” or the “Company”), a clinical-stage biopharmaceutical
company focused on developing therapies for the treatment and
prevention of addiction and related disorders, today announced that
it will effect a 1-for-25 reverse stock split (“reverse split”) of
its common stock, par value $0.001 per share (“Common Stock”), that
will become effective on August 4, 2023 at 11:59 p.m. Eastern Time.
Adial’s Common Stock will continue to trade on the Nasdaq Capital
Market (“Nasdaq”) under the symbol “ADIL” and will begin trading on
a split-adjusted basis when the Nasdaq opens on August 7, 2023
(“Effective Time”). The new CUSIP number for the Common Stock
following the reverse split will be 00688A 205.
On April 12, 2023, Adial held a Special Meeting
of Stockholders in which the Company’s stockholders approved the
reverse split. The 1-for-25 reverse stock split will
proportionally reduce the number of outstanding shares of Company
Common Stock from approximately 30.5 million shares to
approximately 1.2 million shares and the ownership percentage
of each shareholder will remain unchanged other than as a result of
fractional shares. Proportional adjustments will be made to the
number of shares of Adial’s Common Stock issuable upon exercise or
conversion of the Company’s outstanding equity awards and warrants,
as well as the applicable exercise price. There will be no change
to the total number of authorized shares of Company Common Stock as
set forth in the Certificate of Incorporation of the Company, as
amended.
Among other considerations, the reverse split is
intended to bring the Company into compliance with the minimum bid
price requirement for maintaining the listing of its Common Stock
on the Nasdaq Capital Market, and to make the bid price more
attractive to a broader group of institutional and retail
investors. The Nasdaq Capital Market requires, among other things,
that a listing company’s common stock maintain a minimum bid price
of at least $1.00 per share.
“We have made continued progress on our
partnering and regulatory strategies, as illustrated by the recent
positive feedback we have received from relevant global regulatory
bodies,” stated Cary Claiborne, CEO of Adial Pharmaceuticals.
“Nevertheless, similar to other micro-cap and biotech companies, we
have faced a challenging capital markets environment. We believe
this reverse split will not only allow us to regain compliance with
Nasdaq’s minimum bid price requirement, but also tighten the public
float in our stock, enabling us to attract a broader universe of
investors. We remain highly encouraged by the outlook for the
business and look forward to providing updates on our progress as
we advance a number of key strategic initiatives around AD04, our
genetically targeted, serotonin-3 receptor antagonist for the
treatment of Alcohol Use Disorder.”
The Company’s transfer agent, VStock Transfer,
LLC, which is also acting as the paying agent for the reverse
split, will provide instructions to stockholders regarding the
process for exchanging stock certificates. Any person who would
otherwise be entitled to a fractional share of Common Stock as a
result of the reclassification and combination following the
Effective Time (after taking into account all fractional shares of
Common Stock otherwise issuable to such holder) shall be entitled
to receive a cash payment equal to the number of shares of the
Common Stock held by such stockholder before the Reverse Stock
Split that would otherwise have been exchanged for such fractional
share interest multiplied by the average closing sales price of the
Common Stock as reported on the Nasdaq for the ten days preceding
the Effective Time.
About Adial Pharmaceuticals,
Inc.
Adial Pharmaceuticals is a clinical-stage
biopharmaceutical company focused on the development of therapies
for the treatment and prevention of addiction and related
disorders. The Company’s lead investigational new drug product,
AD04, is a genetically targeted, serotonin-3 receptor antagonist,
therapeutic agent for the treatment of Alcohol Use Disorder (AUD)
in heavy drinking patients and was recently investigated in the
Company’s ONWARD™ pivotal Phase 3 clinical trial for the potential
treatment of AUD in subjects with certain target genotypes
(estimated to be approximately one-third of the AUD population)
identified using the Company’s proprietary companion diagnostic
genetic test. ONWARD showed promising results in reducing heavy
drinking in heavy drinking patients, and no overt safety or
tolerability concerns. AD04 is also believed to have the potential
to treat other addictive disorders such as Opioid Use Disorder,
gambling, and obesity. Additional information is available at
www.adial.com.
Forward-Looking Statements
This communication contains certain
"forward-looking statements" within the meaning of the U.S. federal
securities laws. Such statements are based upon various facts and
derived utilizing numerous important assumptions and are subject to
known and unknown risks, uncertainties and other factors that may
cause actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Statements
preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "projects,"
"estimates," "plans" and similar expressions or future or
conditional verbs such as "will," "should," "would," "may" and
"could" are generally forward-looking in nature and not historical
facts, although not all forward-looking statements include the
foregoing. The forward-looking statements include statements
regarding the reverse stock split allowing us to regain compliance
with Nasdaq’s minimum bid price requirement, and also tighten the
public float in our stock, enabling us to attract a broader
universe of investors and providing updates on our progress as we
advance a number of key strategic initiatives around AD04. Any
forward-looking statements included herein reflect our current
views, and they involve certain risks and uncertainties, including,
among others, our ability to regain and maintain compliance with
the Nasdaq’s minimum bid price and tighten our float, the ability
to pursue our regulatory strategy, our ability to advance ongoing
partnering discussions, our ability to execute on our business
strategy and bring AD04 to large markets in the most cost-effective
and timely manner, our ability to exclusively focus on advancing
AD04 through potential regulatory approval and prioritize our
resources accordingly, our ability to obtain regulatory approvals
for commercialization of product candidates or to comply with
ongoing regulatory requirements, our ability to develop strategic
partnership opportunities and maintain collaborations, our ability
to obtain or maintain the capital or grants necessary to fund our
research and development activities, our ability to retain our key
employees, our ability to complete clinical trials on time and
achieve desired results and benefits as expected, regulatory
limitations relating to our ability to promote or commercialize our
product candidates for specific indications, acceptance of our
product candidates in the marketplace and the successful
development, marketing or sale of our products, our ability to
maintain our license agreements, the continued maintenance and
growth of our patent estate and our ability to retain our key
employees or maintain our Nasdaq listing,. These risks should not
be construed as exhaustive and should be read together with the
other cautionary statement included in our Annual Report on Form
10-K for the year ended December 31, 2022, subsequent Quarterly
Reports on Form 10-Q and current reports on Form 8-K filed with the
Securities and Exchange Commission. Any forward-looking statement
speaks only as of the date on which it was initially made. We
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, changed circumstances or otherwise, unless required
by law.
Contact:Crescendo
Communications, LLCDavid Waldman / Alexandra SchiltTel:
212-671-1020Email: ADIL@crescendo-ir.com
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