SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davidson Matt

(Last)

(First)

(Middle)

C/O ADIAL PHARMACEUTICALS, INC.

4870 SADLER ROAD, SUITE 300

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC. [ ADIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/11/2026		A⁽¹⁾⁽²⁾		61,647⁽¹⁾	A	⁽¹⁾⁽²⁾	61,647	D
Common Stock	06/11/2026		A⁽²⁾⁽³⁾		3,427⁽³⁾	A	⁽²⁾⁽³⁾	3,427	I	By Matt and Alli Davidson Trust⁽⁶⁾
Common Stock	06/12/2026		A		232,417⁽⁴⁾	A	$0	297,491	D
Series A Preferred Stock	06/11/2026		A⁽¹⁾⁽²⁾⁽⁵⁾		1,822.13	A	⁽¹⁾⁽²⁾⁽⁵⁾	1,822.13	D
Series A Preferred Stock	06/11/2026		A⁽²⁾⁽³⁾⁽⁵⁾		101.298	A	⁽²⁾⁽³⁾⁽⁵⁾	1,923.428	I	By Matt and Alli Davidson Trust⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.89	06/12/2026		A⁽⁷⁾		232,417		⁽⁷⁾	06/12/2036	Common Stock	232,417	$0⁽⁷⁾	232,417	D

Explanation of Responses:

1. Received in exchange for 5,902,500 shares of common stock of Azora Therapeutics, Inc. ("Azora"), pursuant to the terms of the Agreement and Plan of Merger, dated June 11, 2026 ("Merger Agreement"), by and among the Issuer, Adial Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("First Merger Sub"), Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Azora.

2. Under the terms of the Merger Agreement, on June 11, 2026, First Merger Sub merged with and into Azora, with Azora surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Azora merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, shares of outstanding common stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock of Azora were converted into the right to receive shares of the Issuer's common stock and Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") in accordance with the Merger Agreement.

3. Received in exchange for 200,000 shares of Series A-1 Preferred Stock and 128,138 of Series A-2 Preferred Stock of Azora, pursuant to the terms of the Merger Agreement.

4. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest in substantially equal consecutive monthly increments over a 36-month period beginning on July 12, 2026.

5. Each share of Series A Preferred Stock is convertible into 1,000 shares of the Issuer's common stock automatically following stockholder approval and satisfaction of certain Nasdaq listing standards, subject to certain beneficial ownership and other limitations, as set forth in the Certificate of Designation of the Series A Preferred Stock.

6. The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.

7. The stock option will vest in substantially equal consecutive monthly increments over a 36-month period beginning on July 12, 2026.

	/s/ Matthew Gene Davidson	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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