EX-3.1 2 ea025136301ex3-1_adial.htm CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ADIAL PHARMACEUTICALS, INC

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
ADIAL PHARMACEUTICALS, INC.

 

Adial Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

 

1. The name of the Corporation is Adial Pharmaceuticals, Inc.

 

2. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Certificate of Incorporation of the Corporation as follows:

 

3. Paragraph A to ARTICLE IV of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

 

“A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is One Hundred and Five Million (105,000,000) shares. One Hundred Million (100,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Five Million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($0.001).”

 

4. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

5. This Certificate of Amendment shall be effective as of August 1, 2025 at 4:00 p.m. Eastern Time.

 

[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]

 

 

 

 

IN WITNESS WHEREOF, Adial Pharmaceuticals, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 1st day of August, 2025.

 

  ADIAL PHARMACEUTICALS, INC.
   
  By: /s/ Cary J. Claiborne
  Name: Cary J. Claiborne
  Title: President and Chief Executive Officer