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Adial Pharmaceuticals, Inc.

Filing Type	8-K
Filing Date	6/10/2026
Updated	6/11/26, 10:43 AM

Filing

Earnings Release

Exhibits

8-KMaterial Contracts, Completing Asset Acquisition or Sale, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Changes in Board, Management or Compensation, Amendments to Articles of Incorporation or Bylaws, Reg. FD

EX-2.1AGREEMENT AND PLAN OF MERGER, DATED JUNE 11, BY AND AMONG ADIAL PHARMACEUTICALS, INC., ADIAL FIRST MERGER SUB, INC., ADIAL SECOND MERGER SUB, LLC AND AZORA THERAPEUTICS, INC

EX-3.1CERTIFICATE OF DESIGNATION OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK, DATED JUNE 11, 2026

EX-4.1FORM OF PRE-FUNDED WARRANT (FINANCING)

EX-4.2FORM OF WARRANT (FINANCING)

EX-4.3FORM OF PRE-FUNDED WARRANT (NOTE EXCHANGE)

EX-4.4FORM OF WARRANT (NOTE EXCHANGE)

EX-10.1FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND AMONG ADIAL PHARMACEUTICALS, INC. AND EACH INVESTOR LISTED ON EXHIBIT A THERETO

EX-10.2FORM OF EXCHANGE AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND AMONG ADIAL PHARMACEUTICALS, INC. AND EACH NOTE HOLDER LISTED ON EXHIBIT A THERETO

EX-10.3FORM OF REGISTRATION RIGHTS AGREEMENT, BY AND AMONG ADIAL PHARMACEUTICALS, INC. AND THE INVESTORS SIGNATORY THERETO

EX-10.4AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN ADIAL PHARMACEUTICALS, INC. AND CARY J. CLAIBORNE, EFFECTIVE JUNE 11, 2026

EX-10.5AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ADIAL PHARMACEUTICALS, INC. AND TONY GOODMAN, EFFECTIVE JUNE 11, 2026

EX-10.6AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ADIAL PHARMACEUTICALS, INC. AND VINAY SHAH, EFFECTIVE JUNE 11, 2026

EX-99.1Material Contracts, Completing Asset Acquisition or Sale, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Changes in Board, Management or Compensation, Amendments to Articles of Incorporation or Bylaws, Reg. FD

EX-99.2Material Contracts, Completing Asset Acquisition or Sale, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Changes in Board, Management or Compensation, Amendments to Articles of Incorporation or Bylaws, Reg. FD