AZR · Azora Therapeutics, Inc. (DE) · Insider Trading

Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.

Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.

The Series A Preferred Stock converted automatically within three days of Issuer's stockholders approving a proposal for the issuance of Issuer common stock upon conversion of the Series A Preferred Stock 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, Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer, and a private Delaware corporation that was then known as Azora Therapeutics, Inc.

Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.

The Series A Preferred Stock converted automatically within three days of Issuer's stockholders approving a proposal for the issuance of Issuer common stock upon conversion of the Series A Preferred Stock 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, Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer, and a private Delaware corporation that was then known as Azora Therapeutics, Inc.

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

Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.

The Series A Preferred Stock converted automatically within three days of Issuer's stockholders approving a proposal for the issuance of Issuer common stock upon conversion of the Series A Preferred Stock 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, Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer, and a private Delaware corporation that was then known as Azora Therapeutics, Inc.

Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.

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

Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.

Received in exchange for a stock option to acquire 896,272 shares of Old Azora common stock with an exercise price of $0.17 per share, which grant was subject to stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date.

Immediately exercisable.

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

Subject to certain conditions set forth in the Merger Agreement (including receiving stockholder approval of the Preferred Stock Conversion Proposal) and the Certificate of Designation of the Series A Preferred Stock (which contains certain beneficial ownership and other limits), each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock and has no expiration date. The Series A Preferred Stock will convert automatically into Common Stock within three business days following the Conversion Proposal Approval Date.

Received, along with 3,427 shares of Common Stock previously reported, in exchange for 200,000 shares of Series A-1 Preferred Stock and 128,138 shares of Series A-2 Preferred Stock of Old Azora in connection with the Merger Agreement. The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.

Received in exchange for a stock option to acquire 1,046,000 shares of Old Azora common stock with an exercise price of $0.20 per share pursuant to the Merger Agreement, which grant was subject to stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date. The option vests as to 25% of the shares on the first anniversary of the vesting commencement date (April 20, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date.

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

Received, along with 61,647 shares of Common Stock previously reported, in exchange for 5,902,500 shares of Old Azora common stock in connection with the Merger Agreement.

Subject to certain conditions set forth in the Merger Agreement (including receiving stockholder approval of the Preferred Stock Conversion Proposal) and the Certificate of Designation of the Series A Preferred Stock (which contains certain beneficial ownership and other limits), each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock and has no expiration date. The Series A Preferred Stock will convert automatically into Common Stock within three business days following the Conversion Proposal Approval Date.

Received in exchange for a stock option to acquire 100,000 shares of Old Azora common stock with an exercise price of $0.50 per share pursuant to the Merger Agreement, which grant was subject to stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date.

Immediately exercisable.

On June 11, 2026, the Issuer acquired the private Delaware corporation which was then known as Azora Therapeutics, Inc. ("Old Azora") in accordance with 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 Old Azora.

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

As previously reported, represents an award of restricted stock units ("RSUs"). On June 11, 2026, the Issuer's board of directors approved the RSUs to be issued on June 12, 2026, contingent on stockholder approval of the issuance of Common Stock upon conversion of the Series A Preferred Stock (the "Preferred Stock Conversion Proposal"). Stockholders approved the Preferred Stock Conversion Proposal on October 28, 2026 (the "Conversion Proposal Approval Date"). In addition, the RSUs' vesting terms were amended October 28, 2026 to provide that the RSUs vest as to 25% of the shares on the first anniversary of the grant date (June 12, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date.

The exercise price reported on this item corrects a scrivener's error on the Reporting Person's Form 4 filed on June 16, 2026, which inadvertently stated the exercise price for the option as $2.89. The correct amount is $2.98 as reported herein.

As previously reported, on June 11, 2026, the Issuer's board of directors approved the option grant issued to the Reporting Person on June 12, 2026, contingent on stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date. In addition, the option's vesting terms were amended October 28, 2026 to provide that the option vests as to 25% of the shares on the first anniversary of the grant date (June 12, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date.

On June 11, 2026, the Issuer's board of directors approved the option grant issued to the Reporting Person on June 12, 2026, which grant was subject to stockholder approval of an amendment to the Issuer's 2017 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder. The Issuer's stockholders approved the plan amendment on September 17, 2026 ("Stockholder Approval Date").

2,138 shares subject to the stock option vested on the Stockholder Approval Date and the remaining 23,528 shares subject to the stock option shall vest in substantially equal installments over a 33-month period, beginning on October 12, 2026.

Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 4 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein.

Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 4 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein.

Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 4 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein.

Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 4 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein.

Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 4 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein.

Pursuant to the terms of that certain Pre-Funded Warrant to Purchase Common Stock, dated June 12, 2026, issued by the Issuer to the Reporting Person pursuant to a securities purchase agreement entered into by and among the Issuer, the Reporting Person and certain other parties on June 11, 2026.

The pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants") have no expiration date and are exercisable at any time after receiving approval of the Issuer's stockholders. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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

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.

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.

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.

Represents a grant of restricted shares of common stock that vest in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

Represents a grant of restricted shares of common stock that vest in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

Represents a grant of restricted shares of common stock that vest in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

Represents a grant of restricted shares of common stock that vest in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

The option vests in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

Represents a grant of restricted shares of common stock that vest in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

The option vests pro rata on a monthly basis over 36 months commencing May 29, 2025.

The option vests pro rata on a monthly basis over 36 months commencing May 29, 2025.

The option vests pro rata on a monthly basis over 36 months commencing May 29, 2025.

The option vests pro rata on a monthly basis over 36 months commencing May 29, 2025.

The option vests pro rata on a monthly basis over 36 months commencing May 29, 2025.

The option vests pro rata on a monthly basis over 36 months commencing May 29, 2025.

The option vests pro rata on a monthly basis over 36 months commencing May 29, 2025.

The option vests pro rata on a monthly basis over 36 months commencing December 5, 2024.

The option vests pro rata on a monthly basis over 36 months.

The option vests pro rata on a monthly basis over 36 months commencing April 25, 2024.

The option vests pro rata on a monthly basis over 36 months commencing April 25, 2024.

The option vests pro rata on a monthly basis over 36 months commencing April 25, 2024.

The option vests pro rata on a monthly basis over 36 months commencing April 25, 2024.

The option vests pro rata on a monthly basis over 36 months commencing April 25, 2024.

The option vests pro rata on a monthly basis over 36 months commencing April 25, 2024.

The option vests pro rata on a monthly basis over 36 months commencing April 25, 2024.

The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $2.72 through $2.78, inclusive. The reporting person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

The option vests pro rata on a monthly basis over 36 months commencing May 23, 2023.