{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-067711","form_type":"8-K","ticker":"ADIL","cik":"0001513525","company_name":"ADIAL PHARMACEUTICALS, INC.","filed_at":"2026-06-11T16:43:58+00:00","discovered_at":"2026-06-11T16:45:00.427815+00:00","generated_at":"2026-06-11T16:45:21.120507+00:00","sec_items":["1.01","5.03","5.02","2.01","2.03","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Adial completes reverse merger with Azora, issues ~87% of shares to Azora holders, raises $26.8M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-067711","json":"https://secwatch.observer/filing/0001213900-26-067711.json","markdown":"https://secwatch.observer/filing/0001213900-26-067711.md","text":"https://secwatch.observer/filing/0001213900-26-067711.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/ea0294448-8k_adial.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T16:45:21.120507+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"03c4450d4d","claim":"Wendy B. Young was appointed as Class III Director at ADIAL PHARMACEUTICALS, INC..","evidence_excerpt":"Wendy B. Young, Ph. D. was appointed to the Board as a Class III Director, filling a standing vacancy on the Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Class III Director"}],"fact_type":"executive_change"},{"claim_id":"115a6c49a0","claim":"Tony Goodman resigned as Class I Director at ADIAL PHARMACEUTICALS, INC..","evidence_excerpt":"In connection with the Merger, effective as of the First Effective Time, Tony Goodman resigned as a Class I Director of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Class I Director"}],"fact_type":"executive_change"},{"claim_id":"1f7c9f80bb","claim":"Matt Davidson was appointed as Chief Development Officer at ADIAL PHARMACEUTICALS, INC..","evidence_excerpt":"On June 11, 2026, effective immediately after the First Effective Time, Dr. Davidson was also appointed as the Company’s Chief Development Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Development Officer"}],"fact_type":"executive_change"},{"claim_id":"a24b19ce66","claim":"Matt Davidson was appointed as Class I Director at ADIAL PHARMACEUTICALS, INC..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Class I Director"}],"fact_type":"executive_change"},{"claim_id":"dff2e708a1a8bdcb5920a19a18676904ca1f1aa3","claim":"ADIAL PHARMACEUTICALS, INC. completed an acquisition involving Azora Therapeutics, Inc. (closed 2026-06-11).","evidence_excerpt":"On June 11, 2026, the Company completed its acquisition of Azora.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Azora Therapeutics, Inc."},{"label":"Closing","value":"2026-06-11"}],"fact_type":"ma_transaction"},{"claim_id":"05865aa0dcaaa2b28c3aa179e5f878671a41916b","claim":"ADIAL PHARMACEUTICALS, INC. entered into Merger Agreement with Azora.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Azora"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}