阿迪亚尔制药有限公司美股招股说明书(2025-12-19版)

Up to 13,823,512 Shares ofCommon Stock 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, 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 Common 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 the 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” 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 or 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 of 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 date of this prospectus is December 17, 2025 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, regardless 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 this prospectus, any applicable prospectussupplement and any related free writing prospectus. Neither we nor the Selling Stockholder have authorized anyone to provide youwith information different from that contained in this prospectus, any applicable prospectus supplement or any related free writingprospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in thisprospectus, any applicable prospectus supplement or any related free writing prospectus. Neither we nor the Selling Stockholder takeany responsibility for, or provides any assurance as to the reliability of, any information other than the information in this prospectus,any accompanying prospectus supplement or in any related free-writing prospectus filed by us with the Securities and ExchangeCommission (the “SEC”). You must not rely on any unauthorized information or representation. This prospectus is an offer to sell onlythe shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should This prospectus and the documents incorporated by reference into this prospectus include statistical and other industry and market datathat we obtained from industry publications and research, surveys and studies conducted by third parties. Industry