Dilution profile // every instrument, one screen, from SEC filings

ADIAL PHARMACEUTICALS, INC. (ADIL)

CIK 1513525 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (overhead supply)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
MEDIUM$4.2M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
HIGHwarrants = 107% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-92% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~10.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-05-132026-05-06

Latest: 2.1M shares as of May 6, 2026 (10-Q). Share count fell from 28.5M to 1.2M between May 12, 2023 and Aug 18, 2023, a pattern consistent with a reverse split (roughly 1-for-23); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Series F Warrants552,940$7.75
Pre Funded Warrants230,352not tagged
Series E Warrants207,627$7.75
Series B1 Warrants99,290not tagged
Series C Warrants92,000$3.125
Series B Warrants56,737not tagged
Warrant46,000$8.75
Series C1 Warrants8,924$18.5
Series D Warrants4,244$10.9375
New Warrantsnot tagged$23.125
Stock Warrantsnot taggednot taggedFV $500,000
Prior Warrantsnot tagged$8.75

Tranches exactly as the company dimensioned them in its 10-K filed Mar 5, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 2.3M underlying shares, as reported Dec 31, 2023 (10-K).

Reported exercise price: $2.82 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $300,000 as of Dec 31, 2025.

Rough fully diluted estimate: 4.4M = 2.1M O/S + 2.3M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 8, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding2.1MMay 6, 2026
+ Series F Warrants (if exercised)552,940Nov 25, 2025
+ Pre Funded Warrants (if exercised)230,352Jun 18, 2025
+ Series E Warrants (if exercised)207,627Nov 25, 2025
+ Series B1 Warrants (if exercised)99,290Jun 17, 2025
+ Series C Warrants (if exercised)92,000Dec 31, 2025
+ Series B Warrants (if exercised)56,737May 2, 2025
+ Warrant (if exercised)46,000Mar 1, 2024
+ Series C1 Warrants (if exercised)8,924Dec 31, 2025
+ Series D Warrants (if exercised)4,244Dec 31, 2025
Fully diluted estimate3.4M+60.6% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $4.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Dec 12, 2025$4.2M registeredfiling →
S-1Jun 6, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3May 30, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 1 registered.

EXECUTEDJun 11, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 19, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEDec 17, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 12, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDDec 1, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 1, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJul 31, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEJun 16, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJun 13, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
UPDATEJun 10, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJun 9, 2025SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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