8-K
filed June 11, 2026, 12:43 PM ET
ticker ADIL
CIK 0001513525
M&A
confidence high
sentiment neutral
materiality 0.90
ADIAL PHARMACEUTICALS, INC. (ADIL): M&A transaction — Adial completes reverse merger with Azora, issues ~87% of shares to Azora holders, raises $26.8M
ADIAL PHARMACEUTICALS, INC.
- Former Azora equityholders will hold ~51.0% of pro forma fully diluted common stock; pre-merger Adial holders ~7.7%.
- Initial PIPE closing expected June 12, 2026; gross proceeds $26.8M from sale of Pre-Funded Warrants at $2.7489 each.
- Company guaranteed and then exchanged $5.5M Azora convertible notes for Pre-Funded Warrants covering 2,031,603 shares.
- Stockholders must approve conversion of Series A Preferred, exercise of options/warrants, and a reverse stock split.
- Wendy Young appointed to the Board; 180-day lock-up agreements signed with certain shareholders.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wendy B. Young was appointed as Class III Director at ADIAL PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
Wendy B. Young, Ph. D. was appointed to the Board as a Class III Director, filling a standing vacancy on the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tony Goodman resigned as Class I Director at ADIAL PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Class I Director
Exact text from the filing
In connection with the Merger, effective as of the First Effective Time, Tony Goodman resigned as a Class I Director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matt Davidson was appointed as Chief Development Officer at ADIAL PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Chief Development Officer
Exact text from the filing
On June 11, 2026, effective immediately after the First Effective Time, Dr. Davidson was also appointed as the Company’s Chief Development Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matt Davidson was appointed as Class I Director at ADIAL PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Matt Davidson, Ph.D., was appointed to the Board as a Class I Director, to fill the vacancy created by the resignation of Mr. Goodman
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ADIAL PHARMACEUTICALS, INC. completed an acquisition involving Azora Therapeutics, Inc. (closed 2026-06-11).
- Action
- acquisition
- Counterparty
- Azora Therapeutics, Inc.
- Closing
- 2026-06-11
Exact text from the filing
On June 11, 2026, the Company completed its acquisition of Azora.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
ADIAL PHARMACEUTICALS, INC. entered into Merger Agreement with Azora.
- Action
- entry
- Agreement
- merger
- Counterparty
- Azora
Exact text from the filing
Pursuant to the terms of the Merger Agreement, each option to purchase Azora common stock that was outstanding immediately prior to the First Effective Time was assumed by the Company
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.