ADIAL PHARMACEUTICALS, INC.

NASDAQ:ADIL
Annual Meeting

of Shareholders

MEETING DATE

09/17/2026
DEF 14A FILED
08/24/2026
PUBLISHED
08/24/2026 8:05 pm
TIME TO PUBLISH
08/26/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:ADIL · CUSIP 00688A304 · CLASS common stock, par value $0.001 per share · CIK 0001513525

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

12
FOR
0
AGAINST
0
WITHHOLD
12
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Director Election Proposal
board
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Board nominated two current Class II directors for three-year terms.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Auditor Ratification Proposal
auditor
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Audit Committee selected CBIZ CPAs P.C. for fiscal year ending December 31, 2026.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Preferred Stock Conversion Proposal
other
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Series A Preferred Stock automatically converts into 12,930,601 common shares upon stockholder approval.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Assumed Options Proposal
other
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Assumed legacy Azora options become exercisable for 1,177,782 common shares upon approval.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Initial Closing Pre-Funded Warrant Proposal
other
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Approval permits exercise of Initial Closing Pre-Funded Warrants for up to 11,780,948 common shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Milestone Warrant Proposal
other
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Approval permits exercise of Milestone warrants for up to 23,561,896 common shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
Authorized Share Proposal
other
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Amendment increases authorized common shares from 100,000,000 to 500,000,000.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
8
2025 Warrant Exercise Proposal
other
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Approval permits exercise of Series F warrants for up to 552,940 common shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
9
2017 Plan Amendment Proposal
compensation
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Amendment increases shares authorized under the 2017 Equity Incentive Plan.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
10
2026 Plan Proposal
compensation
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Board approved the 2026 Equity Incentive Plan on August 12, 2026.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
11
2026 ESPP Proposal
compensation
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Board approved the 2026 Employee Stock Purchase Plan on August 12, 2026.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
12
Adjournment Proposal
other
Routine
For
Board FOR · Duopoly unknown No divergence flagged

Adjournment permits further proxy solicitation if votes are insufficient for specified proposals.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

0e8f3e3199c2a9a914afeeaf1431ab32881dc01ecb6220e81a22381c09477841

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