Adial Pharmaceuticals grants inducement stock option to new employee

Adial Pharmaceuticals, Inc. disclosed in an 8-K that on August 19, 2026, it gave an individual an option to buy 307,814 shares of company common stock as an inducement tied to that person joining the company as an employee.¹

The option carries an exercise price of $5.76 per share, matching the closing price of the company's common stock on August 19, 2026, the grant's effective date, and runs for a ten-year term.¹ Vesting follows a standard schedule: the award vests over four years, with a quarter vesting on the first anniversary of the grant and the rest vesting monthly in equal installments after that, contingent on the recipient staying employed through each vesting date.¹

The grant used a stock option inducement award template consistent with the version attached as Exhibit 10.9 to the company's 10-Q filed with the SEC on August 14, 2026, which the 8-K incorporates by reference.¹

Adial said its Compensation Committee approved the award as an inducement necessary to bring the new employee on board.¹ The company noted the grant fell outside its existing equity incentive plans and relied on the inducement exception to shareholder approval under Nasdaq Listing Rule 5635(c)(4), which requires the company to publicly announce such awards.¹

On the securities law side, Adial stated the option was not registered under the Securities Act and was issued under an exemption tied to Section 4(a)(2) and Regulation D.¹ As a result, neither the option nor any shares issued upon its exercise can be sold in the United States without registration or a valid exemption.¹

The filing was signed on August 25, 2026, by Cary J. Claiborne, the company's President and Chief Executive Officer.¹