v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The following table shows (i) the total compensation for our principal executive officer (PEO), and on an average basis, our other named executive officers (NEOs) as set forth in the summary compensation tables set forth in the Company’s proxy statements for 2025, 2024 and 2023 (“SCT”), (ii) the “compensation actually paid” to our PEO and, on an average basis, our other named executive officers (in each case, as determined under applicable SEC rules), (iii) our total shareholder return and (iv) our net loss. No dividends were paid or accrued on share awards for the years presented.

Year

  

Summary
Compensation
Table Total for
PEO(1)
($)

  

Compensation
Actually
Paid to
PEO(1)(2)(3)
($)

  

Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)
($)

  

Average
Compensation
Actually
Paid to
Non-PEO
NEOs(1)(2)(3)
($)

  

Value of
Initial Fixed
$100
Investment
based on
Total
Shareholder
Return(4)
($)

  

Net Loss
($ in Millions)

2025

  

890,653

  

600,167

  

464,411

  

424,638

  

4.09

  

(7,978,000

)

2024

  

976,339

  

823,533

  

352,307

  

322,161

  

18.79

  

(13,197,000

)

2023

  

801,621

  

575,598

  

412,017

  

400,427

  

34.60

  

(5,123,341

)

(1)      Cary Claiborne was our PEO for each year presented. The non-PEO NEOs for the 2025 period were Vinay Shah, the Company’s Chief Financial Officer and Tony Goodman, the Company’s Chief Operating Officer. The non-PEO NEOs for the 2024 period were Joseph A. M. Truluck, the Company’s Former Chief Financial Officer and Tony Goodman, the Company’s Chief Operating Officer. The non-PEO NEO for the 2023 period were Joseph A. M. Truluck, the Company’s former Chief Financial Officer and Bankole A. Johnson, the Company’s former Chief Medical Officer. Refer to “Executive Compensation — Summary Compensation Table.”

(2)      The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)      Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table, with equity values calculated in accordance with FASB ASC Topic 718.

Year

      

Summary
Compensation
Table Total
($)

  

Exclusion of
Option
Awards
($)

  

Inclusion of
Equity
Values
($)

  

Compensation
Actually
Paid to
($)

2025

  

PEO

  

890,653

  

(80,538

)

  

(209,948

)

  

600,167
   

Other NEOs Average

  

464,411

  

(30,056

)

  

(9,717

)

  

424,638

The amounts in the Inclusion of Equity Values in the table above are derived from the amounts set forth in the following table, with fair values calculated in accordance with FASB ASC Topic 718:

Year

      

Year-End
Fair Value of
Equity
Awards
Granted
During Year
That Remained
Unvested as
of Last Day
of Year
($)

  

Change in
Fair Value
from Last
Day of Prior
Year to Last Day
of Year
of Unvested
Equity
Awards
($)

  

Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
($)

  

Change in
Fair Value
from Last
Day of Prior
Year to
Vesting Date
of Equity
Awards that
Vested
During Year
($)

  

Fair Value at
Last Day of
Prior Year of
Equity
Awards
Forfeited
During Year
($)

  

Total – Inclusion
of Equity
Values
($)

2025

  

PEO

  

17,073

  

(178,508

)

  

10,708

  

(59,221

)

  

0

  

(209,948

)
   

Other NEOS Average

  

6,371

  

(14,572

)

  

3,996

  

(5,512

)

  

0

  

(9,717

)

____________

(1)      TSR is determined based on the value of an initial fixed investment of $100 in Adial’s Common Stock at December 31, 2022.

    
PEO Total Compensation Amount [1] $ 890,653 $ 976,339 $ 801,621 [2]
PEO Actually Paid Compensation Amount [1],[2],[3] 600,167 823,533 575,598
Non-PEO NEO Average Total Compensation Amount [1] 424,638 [2],[3] 352,307 412,017
Non-PEO NEO Average Compensation Actually Paid Amount $ 464,411 322,161 [1],[2],[3] 400,427 [1],[2],[3]
Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Our Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our cumulative TSR over the three most recently completed fiscal years.

    
Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the three most recently completed fiscal years.

    
Total Shareholder Return Amount $ 4.09 18.79 34.6
Net Income (Loss) $ (7,978,000) $ (13,197,000) $ (5,123,341)
PEO Name Cary Claiborne    
Former PEO [Member]      
Pay vs Performance Disclosure      
Non-PEO NEO Average Total Compensation Amount [1] $ 464,411    
PEO | Exclusion of Option Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (80,538)    
PEO | Inclusion of Equity Values [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (209,948)    
PEO | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 17,073    
PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (178,508)    
PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 10,708    
PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards that Vested During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (59,221)    
PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Other NEOs Average [Member] | Exclusion of Option Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (30,056)    
Other NEOs Average [Member] | Inclusion of Equity Values [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (9,717)    
Other NEOs Average [Member] | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 6,371    
Other NEOs Average [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (14,572)    
Other NEOs Average [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,996    
Other NEOs Average [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards that Vested During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,512)    
Other NEOs Average [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0    
[1] Cary Claiborne was our PEO for each year presented. The non-PEO NEOs for the 2025 period were Vinay Shah, the Company’s Chief Financial Officer and Tony Goodman, the Company’s Chief Operating Officer. The non-PEO NEOs for the 2024 period were Joseph A. M. Truluck, the Company’s Former Chief Financial Officer and Tony Goodman, the Company’s Chief Operating Officer. The non-PEO NEO for the 2023 period were Joseph A. M. Truluck, the Company’s former Chief Financial Officer and Bankole A. Johnson, the Company’s former Chief Medical Officer. Refer to “Executive Compensation — Summary Compensation Table.”
[2] The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
[3] Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table, with equity values calculated in accordance with FASB ASC Topic 718.