{"filing":{"accession_number":"0001213900-26-067711","cik":"0001513525","ticker":"ADIL","company_name":"ADIAL PHARMACEUTICALS, INC.","form":"8-K","filing_date":"2026-06-11","report_date":null,"primary_document":"ea0294448-8k_adial.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1513525/000121390026067711/ea0294448-8k_adial.htm"},"events":[{"id":5392,"run_id":4726,"accession_number":"0001213900-26-067711","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Adial Pharmaceuticals completed the acquisition of Azora Therapeutics on June 11, 2026 pursuant to a two-step merger agreement, with Azora becoming a wholly owned subsidiary. Azora stockholders received 437,474 shares of Common Stock and 12,930.617 shares of Series A Preferred Stock, resulting in Azora equityholders holding approximately 86.9% of outstanding shares on a fully diluted basis, constituting a change of control requiring Nasdaq approval.","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6170,"accession_number":"0001213900-26-067711","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses the completion of a material acquisition: Adial Pharmaceuticals acquired Azora Therapeutics on June 11, 2026 pursuant to an Agreement and Plan of Merger. The transaction involved a two-step merger structure resulting in Azora becoming a wholly owned subsidiary, with Azora stockholders receiving 437,474 shares of Common Stock and 12,930.617 shares of Series A Preferred Stock. The filing explicitly states this is a \"change of control\" requiring Nasdaq approval, and post-closing ownership shows Azora equityholders holding approximately 86.9% of outstanding shares on a fully diluted basis—a clear indicator of material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":6171,"accession_number":"0001213900-26-067711","item_number":"2.01","item_title":"Completion of Acquisition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses the completion of an acquisition of Azora on June 11, 2026, under Item 2.01 (Completion of Acquisition or Disposition of Assets). This is a material acquisition event that would affect a reasonable investor's assessment of the registrant's business, assets, and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":6175,"accession_number":"0001213900-26-067711","item_number":"5.03","item_title":"Amendments to Articles","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a Certificate of Designation creating Series A Preferred Stock with 13,000 shares, filed in connection with a merger (Item 1.01). While Item 5.03 typically covers routine bylaw amendments, this disclosure involves material terms including conversion rights (1,000 shares of Common Stock per preferred share), voting restrictions, transfer restrictions, and cash settlement provisions tied to stockholder approval of \"Company Stockholder Matters.\" The preferred stock structure and conversion mechanics are integral to the merger transaction and would materially affect investor assessment of capital structure and dilution, but the event is most accurately classified as a structural component of the M\u0026A activity rather than a standalone amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":6176,"accession_number":"0001213900-26-067711","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses announcement of a \"Merger\" and \"Financing and related transactions\" via press release and investor presentation on June 11, 2026. Although disclosed under Item 7.01 (Regulation FD Disclosure), the substance is a material acquisition/merger activity with associated financing, which is the core M\u0026A event. The forward-looking statements section explicitly references \"the Merger,\" \"the Financing,\" and \"the combined company's pipeline,\" confirming this is a material change-of-control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5393,"run_id":4726,"accession_number":"0001213900-26-067711","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"In connection with the Azora acquisition, Adial issued 437,474 shares of Common Stock, 12,930,617 shares of Series A Preferred Stock convertible into common shares, and warrants exercisable for up to 35,342,844 shares of Common Stock, all issued pursuant to the Merger Agreement and financing arrangements in reliance on Section 4(a)(2) exemption.","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6173,"accession_number":"0001213900-26-067711","item_number":"3.02","item_title":"Unregistered Sales of Equity","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities including 437,474 shares of Common Stock, 12,930,617 shares of Series A Preferred Stock convertible into common shares, and warrants exercisable for up to 35,342,844 shares of Common Stock, all issued pursuant to a Merger Agreement and financing arrangements in reliance on Section 4(a)(2) exemption. This represents substantial dilutive equity issuance that would materially affect shareholder interests and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5394,"run_id":4726,"accession_number":"0001213900-26-067711","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Matt Davidson, Ph.D. was appointed as Chief Development Officer and Class I Director, and Wendy B. Young, Ph.D. was appointed as Class III Director, both effective immediately upon closing of the Azora merger on June 11, 2026.","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6174,"accession_number":"0001213900-26-067711","item_number":"5.02","item_title":"Departure of Directors","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of Matt Davidson, Ph.D. as Chief Development Officer and Class I Director, and Wendy B. Young, Ph.D. as Class III Director, effective immediately after the Merger closing on June 11, 2026. While the section also mentions Tony Goodman's resignation and compensatory arrangements (Davidson's $609,120 base salary, inducement awards of 1.63% of fully diluted shares, and Young's option grant), the principal disclosed actions center on the two new executive and director appointments. This is material as it represents significant leadership changes following a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5395,"run_id":4726,"accession_number":"0001213900-26-067711","anchor_item_number":"2.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"Adial Pharmaceuticals guaranteed the Azora Notes upon closing of the merger, creating a direct financial obligation that arises from the material acquisition transaction.","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6172,"accession_number":"0001213900-26-067711","item_number":"2.03","item_title":"Creation of a Direct Financial","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 discloses creation of a direct financial obligation—specifically, the Company's guarantee of the Azora Notes upon closing of a Merger. The incorporation by reference to Item 1.01 indicates this obligation arises from a material acquisition or merger transaction. The guarantee of debt securities in connection with a merger closing is a material financial commitment that would affect investor assessment of the registrant's obligations and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":6170,"accession_number":"0001213900-26-067711","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses the completion of a material acquisition: Adial Pharmaceuticals acquired Azora Therapeutics on June 11, 2026 pursuant to an Agreement and Plan of Merger. The transaction involved a two-step merger structure resulting in Azora becoming a wholly owned subsidiary, with Azora stockholders receiving 437,474 shares of Common Stock and 12,930.617 shares of Series A Preferred Stock. The filing explicitly states this is a \"change of control\" requiring Nasdaq approval, and post-closing ownership shows Azora equityholders holding approximately 86.9% of outstanding shares on a fully diluted basis—a clear indicator of material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11"},{"id":6171,"accession_number":"0001213900-26-067711","item_number":"2.01","item_title":"Completion of Acquisition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses the completion of an acquisition of Azora on June 11, 2026, under Item 2.01 (Completion of Acquisition or Disposition of Assets). This is a material acquisition event that would affect a reasonable investor's assessment of the registrant's business, assets, and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11"},{"id":6172,"accession_number":"0001213900-26-067711","item_number":"2.03","item_title":"Creation of a Direct Financial","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 discloses creation of a direct financial obligation—specifically, the Company's guarantee of the Azora Notes upon closing of a Merger. The incorporation by reference to Item 1.01 indicates this obligation arises from a material acquisition or merger transaction. The guarantee of debt securities in connection with a merger closing is a material financial commitment that would affect investor assessment of the registrant's obligations and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11"},{"id":6173,"accession_number":"0001213900-26-067711","item_number":"3.02","item_title":"Unregistered Sales of Equity","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities including 437,474 shares of Common Stock, 12,930,617 shares of Series A Preferred Stock convertible into common shares, and warrants exercisable for up to 35,342,844 shares of Common Stock, all issued pursuant to a Merger Agreement and financing arrangements in reliance on Section 4(a)(2) exemption. This represents substantial dilutive equity issuance that would materially affect shareholder interests and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11"},{"id":6174,"accession_number":"0001213900-26-067711","item_number":"5.02","item_title":"Departure of Directors","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of Matt Davidson, Ph.D. as Chief Development Officer and Class I Director, and Wendy B. Young, Ph.D. as Class III Director, effective immediately after the Merger closing on June 11, 2026. While the section also mentions Tony Goodman's resignation and compensatory arrangements (Davidson's $609,120 base salary, inducement awards of 1.63% of fully diluted shares, and Young's option grant), the principal disclosed actions center on the two new executive and director appointments. This is material as it represents significant leadership changes following a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11"},{"id":6175,"accession_number":"0001213900-26-067711","item_number":"5.03","item_title":"Amendments to Articles","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a Certificate of Designation creating Series A Preferred Stock with 13,000 shares, filed in connection with a merger (Item 1.01). While Item 5.03 typically covers routine bylaw amendments, this disclosure involves material terms including conversion rights (1,000 shares of Common Stock per preferred share), voting restrictions, transfer restrictions, and cash settlement provisions tied to stockholder approval of \"Company Stockholder Matters.\" The preferred stock structure and conversion mechanics are integral to the merger transaction and would materially affect investor assessment of capital structure and dilution, but the event is most accurately classified as a structural component of the M\u0026A activity rather than a standalone amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11"},{"id":6176,"accession_number":"0001213900-26-067711","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses announcement of a \"Merger\" and \"Financing and related transactions\" via press release and investor presentation on June 11, 2026. Although disclosed under Item 7.01 (Regulation FD Disclosure), the substance is a material acquisition/merger activity with associated financing, which is the core M\u0026A event. The forward-looking statements section explicitly references \"the Merger,\" \"the Financing,\" and \"the combined company's pipeline,\" confirming this is a material change-of-control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T16:45:21.746694+00:00","company_name":"ADIAL PHARMACEUTICALS, INC.","ticker":"ADIL","filing_date":"2026-06-11"}]}