ADIL 8-K/A

Adial Pharmaceuticals, Inc. (ADIL)

8-K/A 2026-08-11 For: 2026-06-11

View Original

Added on August 11, 2026

001-38323		82-3074668
(Commission File Number)		(IRS Employer Identification No.)

☐	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))

Exhibit Number		Exhibit Description
2.1*		Agreement 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. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
3.1		Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, dated June 11, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
4.1		Form of Pre-Funded Warrant (Financing) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
4.2		Form of Warrant (Financing) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
4.3		Form of Pre-Funded Warrant (Note Exchange) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
4.4		Form of Warrant (Note Exchange) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
10.1*		Form of Securities Purchase Agreement, dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc. and each investor listed on Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
10.2*		Form of Exchange Agreement, dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc. and each note holder listed on Exhibit A thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
10.3		Form of Registration Rights Agreement, by and among Adial Pharmaceuticals, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
10.4		Amendment to Amended and Restated Employment Agreement between Adial Pharmaceuticals, Inc. and Cary J. Claiborne, effective June 11, 2026 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
10.5		Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Tony Goodman, effective June 11, 2026 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
10.6		Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Vinay Shah, effective June 11, 2026 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
23.1		Consent of CBIZ CPAs P.C., independent registered public accounting firm for Azora Therapeutics, Inc.
99.1		Press Release issued on June 11, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
99.2		Investor Presentation, dated June 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).
99.3		Audited consolidated financial statements of Azora Therapeutics, Inc. as of and for the years ended December 31, 2025 and December 31, 2024 and the related notes thereto.
99.4		Unaudited condensed consolidated financial statements of Azora Therapeutics, Inc. as of and for the three months ended March 31, 2026 and 2025 and the related notes thereto.
99.5		Unaudited pro forma condensed combined financial information of Adial Pharmaceuticals, Inc. as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, and the related notes thereto.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

Dated: August 10, 2026

	ADIAL PHARMACEUTICALS, INC.

	By:	/s/ Cary J. Claiborne
	Name:	Cary J. Claiborne
	Title:	President and Chief Executive Officer

Independent Auditors’ Report	F-2

Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024:
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations and Comprehensive Loss	F-5
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8

	December 31,
	2025			2024
Assets
Current assets:
Cash	$	282		$	675
Prepaid expenses and other current assets		8			245
Total current assets		290			920
Property and equipment, net		-			1
Other noncurrent assets		7			-
Total assets	$	297		$	921
Liabilities, convertible preferred stock and stockholders’ deficit
Current liabilites:
Accounts payable	$	26		$	57
Deferred grant liability		-			4
Accrued expenses and other current liabilities		459			59
Total current liabilities		485			120
Total liabilities	$	485		$	120
Commitments and contingencies (Note 11)
Series A-1 convertible preferred stock, $0.0001 par value, 11,191,152 shares authorized as of December 31, 2025 and 2024; 11,191,152 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $5,596 as of December 31, 2025 and 2024		5,542			5,542
Series A-2 convertible preferred stock, $0.0001 par value, 6,783,587 shares authorized as of December 31, 2025 and 2024; 6,783,587 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $2,764 as of December 31, 2025 and 2024		2,764			2,764
Series A-3 convertible preferred stock, $0.0001 par value, 1,082,443 shares authorized as of December 31, 2025 and 2024; 1,055,262 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $581 as of December 31, 2025 and 2024		559			559
Total convertible preferred stock		8,865			8,865
Stockholders’ Deficit:
Common Stock, $0.0001 par value, 48,800,000 shares authorized as of December 31, 2025 and 2024; 22,857,534 shares issued and outstanding as of December 31, 2025 and 2024		2			2
Additional paid-in capital		107			97
Accumulated deficit		(9,363	)		(8,619	)
Accumulated other comprehensive income		201			456
Total Stockholders’ Deficit		(9,053	)		(8,064	)
Total liabilities, convertible preferred stock and stockholders’ deficit	$	297		$	921

	Year Ended December 31,
	2025			2024
Operating expenses:
Research and development	$	340		$	588
General and administrative		660			762
Total operating expenses		1,000			1,350
Loss from operations		(1,000	)		(1,350	)
Other income (expense), net:
Interest income		1			26
Other income (expense), net		255			(316	)
Total other income (expense), net		256			(290	)
Net loss	$	(744	)	$	(1,640	)
Other comprehensive income (loss)
Foreign currency translation adjustment, net of taxes		(255	)		384
Total other comprehensive income (loss)		(255	)		384
Total comprehensive loss	$	(999	)	$	(1,256	)

	Convertible Preferred Stock																Additional					Accumulated other			Total
	Series A-1				Series A-2				Series A-3				Common Stock				Paid-In		Accumulated			comprehensive			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			income (loss)			Deficit
Balance at December 31, 2023		11,191,152	$	5,542		6,783,587	$	2,764		1,055,262	$	559		22,849,982	$	2	$	84	$	(6,979	)	$	72		$	(6,821	)
Stock-based compensation expense		-		-		-		-		-		-		-		-		13		-			-			13
Vesting of restricted stock		-		-		-		-		-		-		7,552		-		-		-			-			-
Foreign currency translation adjustment		-		-		-		-		-		-		-		-		-		-			384			384
Net loss		-		-		-		-		-		-		-		-				(1,640	)		-			(1,640	)
Balance at December 31, 2024		11,191,152	$	5,542		6,783,587	$	2,764		1,055,262	$	559		22,857,534	$	2	$	97	$	(8,619	)	$	456		$	(8,064	)
Stock-based compensation expense		-		-		-		-		-		-		-		-		10		-			-			10
Foreign currency translation adjustment		-		-		-		-		-		-		-		-		-		-			(255	)		(255	)
Net loss		-		-		-		-		-		-		-		-				(744	)		-			(744	)
Balance at December 31, 2025		11,191,152	$	5,542		6,783,587	$	2,764		1,055,262	$	559		22,857,534	$	2	$	107	$	(9,363	)	$	201		$	(9,053	)

		Estimated Useful Life
Computer software		3 years
Furniture and fixtures		7 years
Laboratory equipment		5 years
Leasehold improvements		Shorter of the useful life of the asset or the life of the lease

	December 31, 2025
	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Value		Common Stock Issuable Upon Conversion
Series A-1 Convertible Preferred Stock		11,191,152		11,191,152	$	5,542	$	5,596		11,191,152
Series A-2 Convertible Preferred Stock		6,783,587		6,783,587		2,764		2,764		6,783,587
Series A-3 Convertible Preferred Stock		1,082,443		1,055,262		559		581		1,055,262
Total		19,057,182		19,030,001	$	8,865	$	8,941		19,030,001

	December 31, 2024
	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Value		Common Stock Issuable Upon Conversion
Series A-1 Convertible Preferred Stock		11,191,152		11,191,152	$	5,542	$	5,596		11,191,152
Series A-2 Convertible Preferred Stock		6,783,587		6,783,587		2,764		2,764		6,783,587
Series A-3 Convertible Preferred Stock		1,082,443		1,055,262		559		581		1,055,262
Total		19,057,182		19,030,001	$	8,865	$	8,941		19,030,001

	December 31,
	2024
Fair value of common stock	$	0.26
Risk-free interest rate		4.00	%
Expected term (in years)		5.25
Expected volatility		103.77	%
Expected dividend yield		0.00	%

	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024		1,574,772		$	0.24		4.76	$	86
Granted		-		$	-
Exercised		-		$	-
Cancelled or forfeited		(350,000	)	$	0.26
Outstanding at December 31, 2025		1,224,772		$	0.23		6.12	$	86
Vested and expected to vest as of December 31, 2025		1,224,772		$	0.23		6.12	$	86
Vested and exercisable as of December 31, 2025		1,122,721		$	0.21		5.97	$	85

Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets	F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss	F-3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit	F-4
Condensed Consolidated Statements of Cash Flows	F-5
Notes to Condensed Consolidated Financial Statements	F-6

	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash	$	4,216		$	282
Prepaid expenses and other current assets		11			8
Total current assets		4,227			290
Other noncurrent assets		7			7
Total assets	$	4,234		$	297
Liabilities, convertible preferred stock and stockholders’ deficit
Current liabilites:
Accounts payable	$	27		$	26
Accrued expenses and other current liabilities		594			459
Total current liabilities		621			485
Convertible promissory notes, includes related party amounts of $0.1 million as of March 31, 2026		4,011			-
Total liabilities	$	4,632		$	485
Commitments and contingencies (Note 11)
Series A-1 convertible preferred stock, $0.0001 par value, 11,191,152 shares authorized as of March 31, 2026 and December 31, 2025; 11,191,152 shares issued and outstanding as of March 31, 2026 and December 31, 2025; liquidation value of $5,596 as of March 31, 2026 and December 31, 2025.		5,542			5,542
Series A-2 convertible preferred stock, $0.0001 par value, 6,783,587 shares authorized as of March 31, 2026 and December 31, 2025; 6,783,587 shares issued and outstanding as of March 31, 2026 and December 31, 2025; liquidation value of $2,764 as of March 31, 2026 and December 31, 2025.		2,764			2,764
Series A-3 convertible preferred stock, $0.0001 par value, 1,082,443 shares authorized as of March 31, 2026 and December 31, 2025; 1,055,262 shares issued and outstanding as of March 31, 2026 and December 31, 2025; liquidation value of $581 as of March 31, 2026 and December 31, 2025.		559			559
Total convertible preferred stock		8,865			8,865
Stockholders’ deficit:
Common stock, $0.0001 par value, 48,800,000 shares authorized as of March 31, 2026 and December 31, 2025; 22,857,534 shares issued and outstanding as of March 31, 2026 and December 31, 2025.		2			2
Additional paid-in capital		109			107
Accumulated deficit		(9,575	)		(9,363	)
Accumulated other comprehensive income		201			201
Total stockholders’ deficit		(9,263	)		(9,053	)
Total liabilities, convertible preferred stock and stockholders’ deficit	$	4,234		$	297

	Year Ended December 31,						Year Ended December 31,
	2025						2024
	Amount			Percent			Amount			Percent

Pretax loss	$	(744	)				$	(1,640	)

US federal statutory tax rate		(156	)		21.0	%		(344	)		21.0	%
Foreign tax effects:
Australia:
Research and development incentive income		-			0.0	%		(46	)		2.8	%
Research and development accounting expenditure add-back		-			0.0	%		106			(6.5	%)
Changes in valuation allowance		(233	)		31.3	%		133			(8.1	%)
Foreign net operating loss write-off		284			(38.2	%)		-			0.0	%
Foreign rate differential		(15	)		2.0	%		(57	)		3.5	%
Tax credits:
Federal research and development credit		(39	)		5.2	%		(56	)		3.4	%
Changes in valuation allowance		211			(28.4	%)		170			(10.4	%)
Unrealized gain/(loss)		(53	)		7.1	%		94			(5.7	%)
Other nontaxable or nondeductible items		1			(0.1	%)		-			0.0	%
	$	-			(0.0	%)	$	-			0.0	%

	Year Ended December 31,
	2025			2024
Deferred tax assets
Other	$	31		$	28
Organizational costs		2			2
Capitalized research and development		231			311
Accrued expenses		124			3
Net operating loss		834			909
Tax credits		246			207
Total deferred tax assets		1,468			1,460
Valuation allowance		(1,468	)		(1,460	)
Total deferred tax assets, net of valuation allowance	$	-		$	-

	Three months ended March 31,
	2026			2025
Operating expenses:
Research and development	$	15		$	234
General and administrative		185			178
Total operating expenses		200			412
Loss from operations		(200	)		(412	)
Other income (expense), net:
Change in fair value of convertible promissory notes		(11	)		-
Other income (expense), net		(1	)		27
Total other income (expense), net		(12	)		27
Net loss	$	(212	)	$	(385	)
Other comprehensive loss
Foreign currency translation adjustment, net of taxes		-			(31	)
Total other comprehensive loss		-			(31	)
Total comprehensive loss	$	(212	)	$	(416	)

	Convertible Preferred Stock																Additional					Accumulated Other		Total
	Series A-1				Series A-2				Series A-3				Common Stock				Paid-In		Accumulated			Comprehensive		Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Income (Loss)		Deficit
Balance at December 31, 2025		11,191,152	$	5,542		6,783,587	$	2,764		1,055,262	$	559		22,857,534	$	2	$	107	$	(9,363	)	$	201	$	(9,053	)
Stock-based compensation expense		-		-		-		-		-		-		-		-		2		-			-		2
Net loss		-		-		-		-		-		-		-		-				(212	)		-		(212	)
Balance at March 31, 2026		11,191,152	$	5,542		6,783,587	$	2,764		1,055,262	$	559		22,857,534	$	2	$	109	$	(9,575	)	$	201	$	(9,263	)

	Fair value measurements
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Convertible promissory notes	$	-	$	-	$	4,011	$	4,011
Total financial liabilities	$	-	$	-	$	4,011	$	4,011

	Convertible Promissory Notes
Balance as of December 31, 2025	$	-
Issuance of convertible promissory notes		4,000
Change in fair value of convertible promissory notes		11
Balance as of March 31, 2026	$	4,011

	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Value		Common Stock Issuable Upon Conversion
Series A-1 Convertible Preferred Stock		11,191,152		11,191,152	$	5,542	$	5,596		11,191,152
Series A-2 Convertible Preferred Stock		6,783,587		6,783,587		2,764		2,764		6,783,587
Series A-3 Convertible Preferred Stock		1,082,443		1,055,262		559		581		1,055,262
Total		19,057,182		19,030,001	$	8,865	$	8,941		19,030,001

	Historical						PIPE				Transaction Accounting				Pro Forma
	Adial			Azora			Financing				Adjustments				Combined

Assets
Current assets:
Cash and cash equivalents	$	4,584		$	4,216		$	24,325		3(a)	$	1,500		6(a)	$	32,499
												(2,134	)	6(b)
												885		6(c)
												(877	)	6(d)
Prepaid expenses and other current assets		219			11			-				-				230
Total current assets		4,803			4,227			24,325				(626	)			32,729
Equity method investments		422			-			-				-				422
Intangible assets		3			-			-				44,107		6(e)		3
												(44,107	)	6(f)
Other assets		-			7			-				-				7
Total assets	$	5,228		$	4,234		$	24,325			$	(626	)		$	33,161

Liabilities and stockholders' equity
Current liabilities:
Accounts payable		574		$	27		$	-			$	-			$	601
Accrued expenses and other current liabilities		936			594			-				-				1,530

Total current liabilities		1,510			621			-				-				2,131
PIPE warrant liability		-			-			32,092		3(a)		-				32,092
Convertible promissory notes		-			4,011			(5,585	)	3(a)		1,574		6(a)		-
Total liabilities		1,510			4,632			26,507				1,574				34,223
Adial Preferred Stock		-			-			-				38,533		6(e)		38,533
Stockholders’ equity:
Adial common stock		2			-			-				1		6(c)		3

Azora common and preferred stock		-			8,867			-				(8,867	)	6(e)		-
Additional paid-in capital		95,711			109			5,939		3(a)		884		6(c)		105,633
												(109	)	6(e)		-
												1,664		6(e)
												1,304		6(e)
												131		6(d)
Accumulated other comprehensive income		-			201			-				(201	)	6(e)		-
Accumulated deficit		(91,995	)		(9,575	)		(8,121	)	3(a)		(74	)	6(a)		(145,231	)
												(2,134	)	6(b)
												(1,008	)	6(d)
												11,783		6(e)
												(44,107	)	6(f)
Total stockholders’ equity		3,718			(398	)		(2,182	)			(40,733	)			(39,595	)
Total liabilities, convertible preferred stock and stockholders' equity	$	5,228		$	4,234		$	24,325			$	(626	)		$	33,161

	Historical						Transaction Accounting			Pro Forma
	Adial			Azora			Adjustments			Combined

Operating expenses:
Research and development	$	433		$	15		$	-		$	448
General and administrative		1,569			185			-			1,754
Total operating expenses		2,002			200			-			2,202
Loss from operations		(2,002	)		(200	)		-			(2,202	)
Other income (expense), net:
Interest income		47			-			-			47
Change in fair value of convertible promissory notes		-			(11	)		11	7(c)		-
Other expense, net		-			(1	)		-			(1	)
Net income (loss) before income taxes		(1,955	)		(212	)		11			(2,156	)
Losses from investments in equity method investees, net of tax		(68	)		-			-			(68	)
Net loss		(2,023	)		(212	)		11			(2,224	)
Net loss attributable to common stockholders	$	(2,023	)	$	(212	)	$	11		$	(2,224	)
Net loss per share attributable to common stockholders — basic and diluted	$	(1.48	)							$	(0.15	)	7(f)
Weighted average common shares outstanding — basic and diluted		1,370,109									14,738,147		7(f)

	Historical						PIPE				Transaction Accounting				Pro Forma
	Adial			Azora			Financing				Adjustments				Combined

Operating expenses:
Research and development	$	2,620		$	340		$	-			$	-			$	2,960
General and administrative		5,180			660			-				4,609		7(a)		11,457
								-				1,008		7(d)
Total operating expenses		7,800			1,000			-				5,617				14,417
Loss from operations		(7,800	)		(1,000	)		-				(5,617	)			(14,417	)
Other income (expense), net:
Interest income		150			1			-				-				151
Acquired in-process research and development		-			-			-				(44,107	)	7(b)		(44,107	)
Loss on settlement of convertible notes		-			-			(6,054	)	7(e)		-				(6,054	)
Other expense, net		165			255			-				-				420
Net income (loss) before income taxes		(7,485	)		(744	)		(6,054	)			(49,724	)			(64,007	)
Losses from investments in equity method investees, net of tax		(492	)		-							-				(492	)
Net loss		(7,977	)		(744	)		(6,054	)			(49,724	)			(64,499	)
Foreign currency translation adjustment, net of taxes					(255	)		-								(255	)
Total other comprehensive income (loss)		-			(255	)		-				-				(255	)
Total comprehensive loss	$	(7,977	)	$	(999	)	$	(6,054	)		$	(49,724	)		$	(64,754	)
Net loss attributable to common stockholders	$	(7,977	)	$	(744	)	$	(6,054	)		$	(49,724	)		$	(64,499	)
Net loss per share attributable to common stockholders — basic and diluted	$	(11.93	)												$	(4.60	)	7(f)
Weighted average common shares outstanding — basic and diluted		668,630														14,036,668		7(f)

Gross proceeds from financing	$	26,800
Payment of cash transaction costs		(2,475	)
Pro forma adjustment, net cash	$	24,325

	Investment in Subsidiary			Adial Series A Preferred Stock		Azora Preferred Stock and Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit		Total
Elimination of Azora’s historical equity balances as of March 31, 2026	$	—		$	—	$	(8,867	)	$	(109	)	$	(201	)	$	9,575	$	398
Exchange of Azora options for stock options of the Company		—			—		—			1,664			—			—		1,664
Issuance of Adial Common Stock		—			—		—			1,304			—			—		1,304
Expensing of Company transaction costs and FV convertible notes		—			—		—			—			—			2,208		2,208
Issuance of Adial Series A Preferred Stock		—			38,533		—			—			—			—		38,533
Investment in subsidiary		(44,107	)		—		—			—			—			—		(44,107	)
Pro forma adjustments	$	(44,107	)	$	38,533	$	(8,867	)	$	2,859		$	(201	)	$	11,783	$	—

	d)	To reflect incremental compensation expense related to severance payments recorded in general and administrative expenses of $0.9 million and stock based compensation expense recorded in general and administrative expenses of $0.1 million, related to accelerated vesting of 43,835 restricted stock units and 4,478 stock options and post termination exercise period extensions upon a qualified terminations, resulting from approval from the Adial Board that will be incurred upon the closing of the Merger.

	e)	To recognize the loss of $6.1 million associated with the extinguishment of the Azora convertible notes that were exchanges for Adial pre-funded warrants and liability classified rights in connection with the Acquisition and initial private placement, as if such extinguishment occurred at January 1, 2025.

	f)	The pro forma combined basic and diluted net loss per share has been adjusted to reflect the Acquisition and the Transactions, including the issuance of Adial common stock and Series A Non-Voting Convertible Preferred Stock as merger consideration to former Azora stockholders and the issuance of pre-funded warrants in the initial private placement, as if such transactions had occurred as of January 1, 2025. The table below assumes conversion of the Series A Non-Voting Convertible Preferred Stock into Adial common stock and the exercise of June Prefunded Warrants into Adial common stock. For periods in which Adial, Azora, or the combined company reported a net loss, diluted loss per share is the same as basic loss per share because potential dilutive shares are not assumed to have been issued when their effect would be anti-dilutive.

	For the Three Months Ended March 31, 2026			For the Year Ended December 31, 2025
	Basic and Diluted			Basic and Diluted
	(in thousands, except shares and per share amounts)
Pro forma net loss	$	(2,224	)	$	(64,499	)

Weighted average shares of common stock outstanding		1,370,109			668,630
Conversion of Azora common shares into Adial common shares		437,421			437,421
Conversion of Azora preferred stock into Adial common shares		12,930,617			12,930,617
Pre-Funded Warrants issued in connection with the PIPE Financing		11,780,948			11,780,948
Pro forma weighted average number of common stock		14,738,147			14,036,668
Pro forma net loss per share	$	(0.15	)	$	(4.60	)

	For the Three Months Ended March 31, 2026		For the Year Ended December 31, 2025
Adial warrants to purchase common stock		1,240,480		1,240,480
Adial options to purchase Adial common stock		47,220		47,220
Adial unvested restricted stock		-		1,449
Liability warrant rights issued in connection with the PIPE Financing		23,561,896		23,561,896
Assumed Azora Options to be issued to Azora Option holders in connection with the Acquisition		1,177,782		1,177,782
		26,027,378		26,028,827