ADIAL PHARMACEUTICALS, INC.

false --12-31 0001513525 0001513525 2026-06-11 2026-06-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 11, 2026 Adial Pharmaceuticals, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-38323 82-3074668 (Commission File Number) (IRS Employer Identification No.) 4870 Sadler Road , Ste 300 Glen Allen , VA 23060 (Address of principal executive offices and zip code) ( 804 ) 487-8196 (Registrant’s telephone number including area code) (Former Name and Former Address) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common Stock ADIL The Nasdaq Stock Market LLC ((Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 - Entry into a Material Definitive Agreement. Agreement and Plan of Merger On June 11, 2026, Adial Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Adial ”), acquired Azora Therapeutics, Inc., a Delaware corporation (“ Azora ”), in accordance with the terms of the Agreement and Plan of Merger, dated June 11, 2026 (the “ Merger Agreement ”), by and among the Company, Adial Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“ First Merger Sub ”), Adial Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“ Second Merger Sub ”), and Azora. Pursuant to the Merger Agreement, First Merger Sub merged with and into Azora, pursuant to which Azora was the surviving corporation and became a wholly owned subsidiary of the Company (the “ First Merger ” and the effective time of the First Merger, the “ First Effective Time ”). Immediately following the First Merger, Azora merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity and a wholly owned subsidiary of the Company (together with the First Merger, the “ Merger ”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Under the terms of the Merger Agreement, upon the consummation of the Merger (the “ Merger Closing ”), in exchange for the outstanding shares of capital stock of Azora immediately prior to the effective time of the First Merger, the Company issued to the stockholders of Azora an aggregate of (i) 437,474 shares of its Common Stock, par value $0.001 per share (the “ Common Stock ”), and (ii) 12,930.617 shares of its Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “ Series A Preferred Stock ”) (as described below), each share of which is convertible into 1,000 shares of Common Stock, subject to certain conditions described below. Reference is made to the discussion of the Series A Preferred Stock in Item 5.03 of this Current Report on Form 8-K (this “ Current Report ”), which is incorporated into this Item 1.01 by reference. Shares of Common Stock held by the holders thereof immediately prior to the First Effective Time remain outstanding and unaffected by the Merger. Immediately following the consummation of the Merger, but prior to giving effect to the Financing (as defined below) and the Azora Note Exchange (as defined below), assuming the conversion of all of the shares of Series A Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (without giving effect to any beneficial ownership limitations), pre-Merger equityholders of the Company hold approximately 13.1% of the issued and outstanding shares of Common Stock and former equityholders of Azora hold approximately 86.9% of the issued and outstanding shares of Common Stock, on a fully diluted basis. 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 and was converted into an option to purchase shares of Common Stock (collectively, the “ Assumed Options ”). No portion of the Assumed Options will be exercisable unless and until the Assumed Option Exercise Proposal (as defined below) is approved by the Company’s stockholders. Once exercisable, the Assumed Options will be exercisable for an aggregate of 1,177,782 shares of Common Stock. 1 Pursuant to the Merger Agreement, the Purchase Agreement (as defined below) and the Exchange Agreements (as defined below), the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration (i) the approval, in accordance with certain of the rules of the Nasdaq Stock Market, LLC (“ Nasdaq ”) of the conversion of the Series A Preferred Stock into shares of Common Stock (the “ Conversion Proposal ”); (ii) the approval in accordance with certain of the rules of Nasdaq of the exercise of the Assumed Options (the “ Assumed Option Exercise Proposal ”); (iii) the approval in accordance with certain of the rules of Nasdaq of the exercise of the pre-funded warrants to purchase up to an aggregate of 11,780,948 shares of Common Stock (collectively, the “ Initial Closing Pre-Funded Warrants ”) issued to the PIPE Investors (as defined below) and the Azora Noteholders (as defined below) at the initial closing of the Financing and Note Exchange into shares of Common Stock (the “ Initial Closing Proposal ”); (iv) the approval in accordance with certain of the rules of Nasdaq of the exercise of the pre-funded warrants to purchase up to an aggregate of 11,780,948 shares of Common Stock (the “ Milestone Pre-Funded Warrants ”) and common warrants to purchase up to 11,780,948 shares of Common Stock (collectively, the “ Milestone Incentive Warrants ” and, together with the Initial Closing Pre-Funded Warrants and the Milestone Pre-Funded Warrants, the “ Warrants ”) that may be issued to PIPE Investors and the Azora Noteholders at the milestone closings pursuant to the terms of the Purchase Agreement and the Note Exchange Agreements, respectively, if any, into shares of Common Stock (the “ Milestone Closing Proposal ”); (v) the approval of a “change of control” under Nasdaq Listing Rules 5110 and 5635(b) (the “ Change in Control Proposal ”); (vi) if deemed necessary or appropriate, the amendment of the Company’s certificate of incorporation to authorize sufficient shares of Common Stock for the conversion of the Series A Preferred Stock and exercise of the Assumed Options issued pursuant to the Merger Agreement and the exercise of the Warrants to the PIPE Investors and the Azora Noteholders pursuant to the Purchase Agreement and Note Exchange Agreements (the “ Charter Amendment Proposal ” and, together with the Conversion Proposal and the Change in Control Proposal, t