Azora Therapeutics, Inc. (DE) 8-K, filed Aug 25, 2026
Azora Therapeutics, Inc. (DE) (AZR)
About this 8-K
Azora Therapeutics, Inc. (DE) filed this 8-K on August 25, 2026, reporting on events of August 19, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
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Item 3.02 Unregistered Sales of Equity Securities.
On August 19, 2026, Adial Pharmaceuticals, Inc. (the “Company”) granted an option to purchase 307,814 shares of Company common stock to an individual as a material inducement to such person becoming an employee of the Company. The option award has an exercise price of $5.76 per share, the closing price of the Company’s common stock on August 19, 2026, the effective date of grant, and has a ten-year term. The option award will vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to the recipient’s continued service through each applicable vesting date. The option award agreement utilized for the grant is in substantially the same form as that form of stock option inducement award grant notice and agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026, which is incorporated by reference herein.
The above grant was approved by the Company’s Compensation Committee and was made as an inducement material to the employee entering into employment with the Company. The grant was made outside of the Company’s equity incentive plans and in reliance on the employment inducement exception to shareholder approval provided under Nasdaq Listing Rule 5635(c)(4), which requires public announcement of inducement awards.
The above grant has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the option was issued to the recipient in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Neither the option nor the shares of Company common stock issuable upon exercise thereof may be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 25, 2026 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
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