Adial Pharmaceuticals Inc美股招股说明书(2025-12-19版)

This prospectus relates to the resale from time to time of up to 13,823,512 shares of common stock, par value $0.001 per share (the“Common Stock”), of Adial Pharmaceuticals, Inc. by the Selling Stockholder identified in this prospectus (the “Selling Stockholder”),including its pledgees, assignees, donees, transferees or their respective successors-in-interest consisting of shares of Common Stockissuable upon the exercise of SeriesF Common Stock Purchase Warrants (the “SeriesF Warrants”) to purchase up to an aggregate of13,823,512 shares of Common Stock (the “SeriesF Warrant Shares”) issued to the Selling Stockholder in a warrant inducement privateplacement transaction (the “Warrant Inducement”) pursuant to the terms of a warrant inducement agreement, dated November25,2025 (the “Inducement Agreement”) between us and the Selling Stockholder. The Warrant Inducement closed on November28, 2025. We are filing the registration statement on Form S-3 of which this prospectus forms a part to fulfill our contractual obligations toprovide for the registration of the resale of the SeriesF Warrant Shares by the Selling Stockholder. See “Selling Stockholder”beginning on page10 of this prospectus for more information about the Selling Stockholder. The registration of the shares of CommonStock to which this prospectus relates does not require the Selling Stockholder to sell any of its shares of our Common Stock. We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from the sale or otherdisposition of the shares of our Common Stock covered hereby. However, we will receive the proceeds from any exercise of theSeriesF Warrants for cash. See “Use of Proceeds” beginning on page 5 of this prospectus. The Selling Stockholder identified in this prospectus, or its pledgees, assignees, donees, transferees or their respective successors-in-interest, from time to time may offer and sell through public or private transactions at prevailing market prices, at prices related toprevailing market prices or at privately negotiated prices the shares held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan of Distribution”beginning on page12 of this prospectus for more information about how the Selling Stockholder may sell its shares of CommonStock. The Selling Stockholder may be deemed an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933,as amended (the “Securities Act”). We have agreed to bear all of the expenses in connection with the registration of the SeriesF Warrant Shares pursuant to thisprospectus. The Selling Stockholder will pay or assume all commissions, discounts, fees of underwriters, agents, selling brokers ordealer managers and similar expenses, if any, attributable to their respective sales of the shares of Common Stock. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ADIL”. On December18, 2025, the lastreported sale price of our Common Stock on Nasdaq was $0.2618 per share. There is no established public trading market for any ofthe SeriesF Warrants and we do not expect a market to develop. Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading“Risk Factors” contained in this prospectus, as described beginning on page3 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.The securities are not being offered in any jurisdiction where the offer is not permitted. The date of this prospectus is December 17, 2025 TABLE OF CONTENTS PageAbout This ProspectusiiCautionary Note Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering2Risk Factors3Use of Proceeds5Dividend Policy6Determination of the Offering Price6Dilution7Description of the Warrant Inducement8Selling Stockholders10Plan of Distribution12Legal Matters14Experts14Where You Can Find More Information14Incorporation of Certain Information By Reference15 We have not authorized anyone to provide you with information different from that contained or incorporated by reference in thisprospectus. The Selling Stockholder may offer to sell, and seek offers to buy, shares of our Common Stock only in jurisdictions whereoffers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardlessof the time of delivery of this prospectus or of any sale of Common Stock. In this prospectus, the “Company,” “we,” “us,” “our” and “Adial” refer to Adial Pharmaceuticals, Inc. ABOUT THIS PROSPECTUS You should rely only on the information we have provided or incorporated by reference into thi