SEC Form 4 · accession 0001213900-26-069037
ADIAL PHARMACEUTICALS, INC. · ADIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matt Davidson
Officer — Chief Development Officer · Director
Period of report
Jun 11, 2026
Accepted (ET)
Jun 16, 2026 · 6:36 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001513525
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 11, 2026 | A | 61,647 | — | A | 61,647 | D | |
| Common StockF3,F2,F6 | Jun 11, 2026 | A | 3,427 | — | A | 3,427 | I | By Matt and Alli Davidson Trust |
| Common StockF4 | Jun 12, 2026 | A | 232,417 | $0.00 | A | 297,491 | D | |
| Series A Preferred StockF1,F2,F5 | Jun 11, 2026 | A | 1,822 | — | A | 1,822 | D | |
| Series A Preferred StockF2,F3,F5,F6 | Jun 11, 2026 | A | 101 | — | A | 1,923 | I | By Matt and Alli Davidson Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F7 | $2.89 | Jun 12, 2026 | A | 232,417 | A | — | Jun 12, 2036 | Common Stock | 232,417 | 232,417 | D |
Explanation of responses
- F1Received in exchange for 5,902,500 shares of common stock of Azora Therapeutics, Inc. ("Azora"), pursuant to the terms of the Agreement and Plan of Merger, dated June 11, 2026 ("Merger Agreement"), by and among the Issuer, Adial Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("First Merger Sub"), Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Azora.
- F2Under the terms of the Merger Agreement, on June 11, 2026, First Merger Sub merged with and into Azora, with Azora surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Azora merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, shares of outstanding common stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock of Azora were converted into the right to receive shares of the Issuer's common stock and Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") in accordance with the Merger Agreement.
- F3Received in exchange for 200,000 shares of Series A-1 Preferred Stock and 128,138 of Series A-2 Preferred Stock of Azora, pursuant to the terms of the Merger Agreement.
- F4Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest in substantially equal consecutive monthly increments over a 36-month period beginning on July 12, 2026.
- F5Each share of Series A Preferred Stock is convertible into 1,000 shares of the Issuer's common stock automatically following stockholder approval and satisfaction of certain Nasdaq listing standards, subject to certain beneficial ownership and other limitations, as set forth in the Certificate of Designation of the Series A Preferred Stock.
- F6The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.
- F7The stock option will vest in substantially equal consecutive monthly increments over a 36-month period beginning on July 12, 2026.