Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2026, Adial Pharmaceuticals, Inc. (the "Company") convened its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"). As discussed in additional detail in Item 5.07, below, at the 2026 Annual Meeting, the Company's stockholders approved (i) Amendment No. 8 to the Company's 2017 Equity Incentive Plan, as amended (the "2017 Plan"), to increase the number of shares of Company common stock, par value $0.001 per share ("Common Stock"), authorized for issuance thereunder (the "2017 Plan Amendment"), (ii) the Adial Pharmaceuticals, Inc. 2026 Equity Incentive Plan (the "2026 Plan"), and (iii) the Adial Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan (the "2026 ESPP").

Summaries of the material terms of each of the 2017 Plan, as amended by the 2017 Plan Amendment, the 2026 Plan and the 2026 ESPP are set forth under the headings "Proposal No. 9: The 2017 Plan Amendment Proposal," "Proposal No. 10: The 2026 Plan Proposal" and "Proposal No. 11: The 2026 ESPP Proposal" contained in the Company's definitive proxy statement on Schedule 14A for the 2026 Annual Meeting (the "Definitive Proxy Statement"), which the Company filed with the Securities and Exchange Commission (the "SEC") on August 24, 2026, and are incorporated herein by reference. The summaries are qualified in their entirety by reference to the full text of the 2017 Plan Amendment, 2026 Plan and 2026 ESPP, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As noted above, on September 17, 2026, the Company convened the 2026 Annual Meeting. Of the 2,625,890 shares of Common Stock outstanding and entitled to vote as of the record date for the 2026 Annual Meeting, 1,278,677 shares, or 48.7%, were present or represented by proxy at the 2026 Annual Meeting and, therefore, a quorum was present.

Based on preliminary voting reports, all twelve of the proposals on the agenda for the 2026 Annual Meeting have received overwhelming support from the Company's stockholders. However, because the Company has not yet received Nasdaq's conditional approval of the Initial Listing Application that the Company submitted to Nasdaq in connection with certain of the proposals presented to the Company's stockholders for approval at the 2026 Annual Meeting, the Company determined to only move forward with the vote on Proposals 1, 2, 7, 8, 9, 10, 11 and 12 and to adjourn the 2026 Annual Meeting, in part, with respect to the vote on Proposals 3, 4, 5 and 6, as discussed in additional detail below. Each of the proposals voted on, and to be voted on, at the 2026 Annual Meeting, including at the adjournment or adjournments thereof, are described in detail in the Definitive Proxy Statement.

The final results of voting on Proposals 1, 2, 7, 8, 9, 10, 11 and 12 presented at the 2026 Annual Meeting on September 17, 2026 are as follows:

Proposal 1 - Election of Directors

The Company's stockholders elected each of Cary J. Claiborne and Robertson H. Gilliland as a Class II director, to serve until the 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified, with the following votes:

Notwithstanding the foregoing, as disclosed in the Definitive Proxy Statement, each of Mr. Claiborne and Mr. Gilliland is expected to resign as a director shortly after all of the proposals set forth in the Definitive Proxy Statement are approved by the Company's stockholders.

Proposal 2 - Ratification of CBIZ CPAs P.C. (f/k/a Marcum, LLP) as the Company's independent registered public accounting firm for the year ending December 31, 2026

The Company's stockholders ratified the appointment of CBIZ CPAs P.C. (f/k/a Marcum, LLP) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the following votes: