Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2024, Adial Pharmaceuticals, Inc. (the "Company") entered into a Separation Agreement and Release, dated April 22, 2024 (the "Separation Agreement"), with Dr. Bankole A. Johnson. Pursuant to the Separation Agreement, the Company will pay Dr. Johnson a one-time separation fee of $54,375, the Company may retain Dr. Johnson for consulting services on an hourly basis at the rate of $850 per hour, Dr. Johnson may receive payment under the Company's grant incentive plan for grants received by the Company as a result of his efforts related to the development of AD04, and upon the achievement of certain stated milestones by him on or before December 31, 2024, as set forth in the Separation Agreement up to an aggregate of $225,000.

The Separation Agreement contains a general release of all claims against the Company and its current and former officers, directors, employees and agents, and a mutualnon-disparagement clause.

The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.