Adial Pharmaceuticals (ADIL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 24, 2025, with a record date of June 4, 2025, and will address director elections, auditor ratification, warrant exercise, a reverse stock split, and potential adjournment.

• Stockholders can vote in person or by proxy, with detailed instructions provided for both record holders and beneficial owners.

• The Board recommends voting in favor of all proposals, including director nominees, auditor ratification, warrant exercise, reverse stock split, and adjournment.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms expiring at the 2028 annual meeting.

• Ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2025.

• Approval of issuance of up to 6,730,376 shares of common stock upon exercise of Series B-1, Series C-1, and placement agent warrants from a May 2025 private placement.

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-25, at the Board's discretion.

• Approval to adjourn the meeting if more time is needed to solicit votes for the warrant exercise or reverse stock split proposals.

Board of directors and corporate governance

• The Board consists of six directors divided into three classes, with two Class I nominees (Kevin Schuyler and Tony Goodman) up for election.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent members.

• Four directors are independent under SEC and Nasdaq rules; the CEO and COO are not independent.

• The company has a code of conduct and ethics, anti-hedging/pledging policy, and encourages but does not require director attendance at annual meetings.