Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 18, 2026, Adial Pharmaceuticals, Inc. (the "Company") received a letter (the "Notice") from The Nasdaq Stock Market ("Nasdaq") notifying the Company that, based on the stockholders' equity reported in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2026, the Company no longer satisfies the minimum stockholders' equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the "Stockholders' Equity Requirement"). The Notice further notes that the Company does not have a market value of listed securities of $35 million or net income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the two alternative quantitative standards for continued listing on the Nasdaq Capital Market.

The Notice has no immediate effect on the Company's continued listing or trading of the Company's common stock on the Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements.

Pursuant to Nasdaq Marketplace Rule 5810(c)(2)(C), the Company has 45 calendar days (until October 2, 2026), to submit a plan to regain compliance with the Stockholders' Equity Requirement (a "Compliance Plan"). The Company currently anticipates that it will be able to take the necessary actions to regain compliance with the $2.5 million Stockholder's Equity Requirement at such time that it receives stockholder approval of the conversion of its outstanding shares of Series A Non-Voting Convertible Preferred Stock, which approval it intends to seek at the Company's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"); however, no assurances can be provided that it will satisfy such requirements or be able to obtain the necessary approvals at its Annual Meeting. The Company intends to submit a Compliance Plan, which will discuss the actions it intends to take to regain compliance with the Stockholders' Equity Requirement, within the required time, monitor its stockholders' equity and, if appropriate, consider further available options to regain compliance with the Stockholders' Equity Requirement, although there can be no assurance that the Compliance Plan will be accepted by Nasdaq. If the Compliance Plan is accepted by Nasdaq, the Company can be granted an extension of up to 180 calendar days from August 18, 2026 to regain compliance with the Rule.

In the event the Compliance Plan is not accepted by Nasdaq, or in the event the Compliance Plan is accepted but the Company fails to regain compliance within the extension period, the Company will have the right to a hearing before Nasdaq's Hearing Panel (the "Panel"). The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. In such event, the Company expects that it would timely submit a request for a hearing and the Company's securities would then remain listed and eligible for trading on the Nasdaq Capital Market at least pending the ultimate conclusion of any hearing process. There can be no assurance that the Panel would grant the Company's request for continued listing or that the Company would be able to regain compliance and thereafter maintain its listing on Nasdaq.