ADIAL PHARMACEUTICALS, INC. (ADIL) Form S-3 — Aug 28, 2026
Adial Pharmaceuticals filed a Form S-3 on August 28, 2026 registering up to 25,148,970 shares of common stock for resale by selling stockholders, covering shares tied to its June 11, 2026 acquisition of Azora Therapeutics, a $26.8 million PIPE, and the exchange of $5.5 million of Azora notes for pre-funded warrants. The company will receive no proceeds from any of these resales. The registered shares dwarf the existing share count: only 2,625,890 shares were outstanding as of August 26, 2026, and the company expects 27,337,439 shares outstanding once the Series A Preferred converts and the pre-funded warrants are exercised.
Key figures
- Shares Offered
- 25148970
- Shares Outstanding
- 2625890
- Merger common shares
- 437421
- Minimum issuance price
- amended from $4.25 to $4.00 on August 12, 2026
- Merger conversion shares
- 12930601
- Outstanding options shares
- 1954500
- Post transaction ownership
- Pre-merger Adial holders ~7.7%, former Azora holders ~51.0%, PIPE investors ~41.3% (fully diluted, as-converted)
- Outstanding warrants shares
- 1240076
- Assumed azora options shares
- 1177782
- Azora notes principal retired
- $5.5 million
- Pipe pre funded warrant shares
- 9749345
- Post offering shares outstanding
- 27337439
- Warrant exercise price per share
- 0.001
- Pipe net proceeds initial closing
- $24.3 million
- Pipe gross proceeds initial closing
- $26.8 million
- Last reported sale price aug 26 2026
- 5.94
- Milestone closing potential proceeds
- up to $26.8 million
- Noteholder pre funded warrant shares
- 2031603
- Outstanding options weighted avg price
- 4.75
- Outstanding warrants weighted avg price
- 18.79
- Pipe warrant purchase price per warrant
- 2.7489
Price after filing
Close on the filing date to close N calendar days later (from $5.60). Historical, not a forecast.
AI analysis
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