Adial Pharmaceuticals, Inc. a clinical-stage biopharmaceutical company focused on developing therapies for the treatment and prevention of addiction and related disorders, 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.
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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.
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The private placement of the New Warrants and the shares of Common Stock underlying the New Warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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Source- GlobeNewswire
