Adial Pharmaceuticals Secures $2.86M As Investor Exercises 9.2M Warrants At $0.31; Company To Issue 13.8M New Series F Warrants At Same Price

Adial Pharmaceuticals, Inc. (NASDAQ:ADIL) ("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 its entry into a warrant inducement agreement with an existing healthcare-focused institutional investor of the Company for the immediate exercise of existing Series C-1 Warrants (the "Series C-1 Warrants") to purchase up to 4,025,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and Series E Warrants (the "Series E Warrants", and together with the Series C-1 Warrants the "Existing Warrants") to purchase up to 5,190,675 shares of Common Stock at a reduced exercise price of $0.31 for gross cash proceeds of approximately $2.86 million, before deducting financial advisor fees and other transaction expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the exclusive financial advisor in this warrant inducement transaction.

In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive, in a private placement, new unregistered Series F Warrants to purchase up to 13,823,512 shares of Common Stock (the "New Warrants"). The New Warrants will have an exercise price of $0.31, will be initially exercisable on the date that shareholder approval of the issuance of the New Warrants is obtained (the "Approval Date"), and will expire 24 months following the Approval Date. The closing of the warrant inducement transaction is expected to occur on or about December 1, 2025, subject to satisfaction of customary closing conditions.