---
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"
generated_at: "2026-06-11T16:45:21.120507+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Adial completes reverse merger with Azora, issues ~87% of shares to Azora holders, raises $26.8M

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.03, 5.02, 2.01, 2.03, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-067711
- JSON: https://secwatch.observer/filing/0001213900-26-067711.json
- Plain text: https://secwatch.observer/filing/0001213900-26-067711.txt

## Key facts
- Executive change
  Wendy B. Young was appointed as Class III Director at ADIAL PHARMACEUTICALS, INC..
  - Action: appointed
  - Role: Class III Director
  source text: Wendy B. Young, Ph. D. was appointed to the Board as a Class III Director, filling a standing vacancy on the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm
- Executive change
  Tony Goodman resigned as Class I Director at ADIAL PHARMACEUTICALS, INC..
  - Action: resigned
  - Role: Class I Director
  source text: In connection with the Merger, effective as of the First Effective Time, Tony Goodman resigned as a Class I Director of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm
- Executive change
  Matt Davidson was appointed as Chief Development Officer at ADIAL PHARMACEUTICALS, INC..
  - Action: appointed
  - Role: Chief Development Officer
  source text: On June 11, 2026, effective immediately after the First Effective Time, Dr. Davidson was also appointed as the Company’s Chief Development Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm
- Executive change
  Matt Davidson was appointed as Class I Director at ADIAL PHARMACEUTICALS, INC..
  - Action: appointed
  - Role: Class I Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm
- M&A Transactions
  ADIAL PHARMACEUTICALS, INC. completed an acquisition involving Azora Therapeutics, Inc. (closed 2026-06-11).
  - Action: acquisition
  - Counterparty: Azora Therapeutics, Inc.
  - Closing: 2026-06-11
  source text: On June 11, 2026, the Company completed its acquisition of Azora.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm
- Material Agreements
  ADIAL PHARMACEUTICALS, INC. entered into Merger Agreement with Azora.
  - Action: entry
  - Agreement: merger
  - Counterparty: Azora
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/0001213900-26-067711-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.