Adial Pharmaceuticals Inc SEC Filings

Adial Pharmaceuticals’ Chief Development Officer Matt Davidson reported several acquisitions of company securities tied to the merger with Azora Therapeutics and new equity awards. In the merger, his Azora holdings, including 5,902,500 Azora common shares and preferred shares, were exchanged for Adial common and Series A Non-Voting Convertible Preferred Stock.

He also received 232,417 restricted stock units, each representing one common share, vesting in equal monthly installments over 36 months beginning on July 12, 2026, plus a stock option for 232,417 shares at an exercise price of $2.89 per share, with the same vesting schedule and an expiration date of June 12, 2036. Additional Series A Preferred Stock and common shares are held both directly and through the Matt and Alli Davidson Trust, where he serves as co-trustee.

ADIAL Pharmaceuticals, Inc. filed a Form 3 identifying Matt Davidson as a director and as Chief Development Officer. The provided data show no reportable transactions, derivative positions, or holding entries, indicating this filing is primarily an initial insider reporting record rather than a trade disclosure.

ADIAL PHARMACEUTICALS, INC. director Wendy B. Young purchased 36,378 Pre-Funded Warrants on June 12, 2026 in an open-market or private transaction at $2.7489 per warrant. Each warrant is exercisable into one share of common stock at an exercise price of $0.001 per share.

The Pre-Funded Warrants have no expiration date and become exercisable after approval of the company’s stockholders. Exercise is limited by a 4.99% beneficial ownership cap, preventing the holder and affiliates from exceeding that ownership level after exercise. Following this transaction, Young directly holds 36,378 Pre-Funded Warrants.

ADIAL PHARMACEUTICALS, INC. director Wendy B. Young filed an initial Form 3, which is a statement of beneficial ownership for new insiders. This filing does not report any share purchases, sales, option exercises, or other transactions, and no holdings are detailed in the provided data.

Adial Pharmaceuticals completed the acquisition of Azora Therapeutics in an all-stock transaction and shifted its focus to Azora’s lead ulcerative colitis program, AT177. Azora holders received 437,474 shares of common stock and 12,930.617 shares of Series A non-voting convertible preferred stock, each convertible into 1,000 common shares after stockholder approval.

Before the related financing and note exchange, former Azora equityholders hold about 86.9% of Adial’s fully diluted common stock, while pre-merger Adial holders retain about 13.1%. Adial also arranged up to $64 million in private placement financing, including approximately $32 million upfront via pre-funded warrants, to fund IND-enabling work and Phase 1 studies for AT177 in ulcerative colitis. The deal includes new governance, leadership appointments, inducement equity awards, amended executive employment terms, and a detailed registration rights framework for future resale of the new securities.

Adial Pharmaceuticals, Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 274,139 shares of common stock, representing 4.99% of the class. The filing states Armistice Capital exercises shared voting and dispositive power over these shares under an Investment Management Agreement. The filing is a joint statement dated May 15, 2026.

Adial Pharmaceuticals reported its first quarter 2026 results and provided a business update focused on its lead candidate AD04 for Alcohol Use Disorder. The company highlighted evolving U.S. regulatory views suggesting, in some cases, a single adequate and well-controlled trial plus confirmatory evidence may support approval, potentially reducing the need for two full Phase 3 studies.

Adial noted growing support for patient-centered endpoints in Alcohol Use Disorder, such as reductions in heavy drinking and cravings, which align with AD04’s clinical profile and prior ONWARD Phase 3 data showing reduced drinking without major safety concerns. The company also outlined a collaboration framework with Molteni Farmaceutici for a potential European commercialization pathway for AD04, subject to a definitive agreement.

Adial is reinforcing its intellectual property, including an international patent application that, if granted, is expected to protect AD04 through at least 2045. The company plans a new Phase 3 program and broader addiction indications but emphasized that progress depends on obtaining sufficient funding or a strategic partner, and it is actively pursuing financing and strategic alternatives.

Adial Pharmaceuticals reported a net loss of $2.0 million for the three months ended March 31, 2026, compared with $2.2 million a year earlier, as operating expenses fell to $2.0 million on lower research and development spending.

Cash and cash equivalents were $4.6 million at March 31, 2026, and Adial disclosed that this balance is only expected to fund operations into the second half of 2026, raising substantial doubt about its ability to continue as a going concern. The company is advancing AD04 for alcohol use disorder and signed a collaboration framework with Molteni Farmaceutici for a potential exclusive commercialization partnership in Europe, while continuing to rely on equity financing, including its at-the-market program.

Goodman Tony reported acquisition or exercise transactions in this Form 4 filing.

Adial Pharmaceuticals Chief Operating Officer Tony Goodman received a grant of 26,510 restricted shares of common stock. The award was reported at a price of $0.00 per share, indicating it is a compensation grant rather than an open-market purchase. Following this grant, Goodman directly holds 26,523 common shares. The restricted shares vest in full on the earlier of the one-year anniversary of the April 7, 2026 grant date or a Change of Control under Adial’s 2017 Equity Incentive Plan, as long as he continues serving the company through the vesting date.