Possible new AZR shares

AZRDilution

Last raise Aug 1, 2025, 424B5: Up to $5.0M of shares at the market; before the 1-for-25 reverse split by Mar 4, 2026

Known so far: no new shares beyond today's 2.6M · shelf room about $2.2M · not yet read: warrants, converts, options, ATM.

Shelf room

  • Room today about $2.2M
  • One third of float $2.2M ($6.5M float, Jun 30, 2025)
  • Sold off it, 12 months nothing
How this is worked out

Shelf room about $2.2M on the S-3 of Oct 21, 2026: the baby-shelf rule (public float under $75M) caps sales at one third of the $6.5M public float stated as of Jun 30, 2025, $2.2M, nothing sold off it in the last 12 months. Sources: S-3/A Oct 21, 2026, effective Oct 26, 2026 · public float, as of Jun 30, 2025.

1.3M registered for resale, already counted in today's shares where issued; all likely already outstanding.

Already in the Aug 12, 2026 share count: the shares sold in the 424B5 of Jun 18, 2025 (EDGAR).

What could become new Adial Pharmaceuticals (AZR) shares, from the S-3 and 424B prospectus covers we have read. Shares registered for resale are kept out of the total: where already issued, they are in today's share count.

Read so far: the cover share count (2.6M shares, +201% from 873K on Aug 8, 2025, adjusted for the 1-for-25 reverse split by Mar 4, 2026) and the prospectus covers below. Not read yet: warrants, convertible notes, options and RSUs and an ATM program. Read them on EDGAR: the latest 10-Q/A · S-3 shelf filings.

Shares outstanding

2.6M

Nov 2024 to Aug 2026: from 256K to 2.6M. Adjusted for the 1-for-25 reverse split by Mar 4, 2026: each earlier count is divided by the ratio of every split after it.

From the share count on the cover of each 10-Q and 10-K, dated as each cover states.