{"success":true,"data":{"pressRelease":{"id":"61656","rtpr_id":"nGNX2Gr8KF","ticker":"ADIL","exchange":"NASDAQ","all_tickers":["ADIL"],"title":"Adial Pharmaceuticals Announces Acquisition of Azora Therapeutics and up to $64 Million Financing","author":"Globe Newswire","published_at":"2026-06-11T15:43:51.118Z","article_body":"- Acquisition of Azora and concurrent private placement positions the combined\ncompany to advance its pipeline through key clinical milestones in ulcerative\ncolitis, including Phase 1 initiation in mid-2027\n\n- Azora’s oral candidate, AT177, is a novel, colon‑targeted AhR agonist\nrationally engineered to have minimal systemic exposure and designed to\nmitigate safety concerns with systemically absorbed AhR agonists\n\n- $32 million in upfront financing with the potential to receive an additional\n$32 million under additional milestone tranches\n\n- Adial to host a conference call today, June 11, 2026 at 1pm ET\n\nGLEN ALLEN, Va. and LOS ANGELES, June 11, 2026 (GLOBE NEWSWIRE) -- Adial\nPharmaceuticals, Inc. (Nasdaq: ADIL) (“Adial” or the “Company”) today\nannounced that it has acquired Azora Therapeutics, Inc. (“Azora”), a\nbiopharmaceutical company developing treatments for serious inflammatory\ndiseases. The acquisition brings Azora’s lead asset AT177, a proprietary\ncolon‑targeted aryl hydrocarbon receptor (AhR) agonist designed to enable\nlocalized activation with limited systemic exposure, into Adial’s pipeline.\n\nConcurrent with the acquisition, Adial entered into a definitive agreement for\na concurrent private placement of up to $64 million in gross proceeds to\nAdial, before deducting placement agent and other offering expenses. The\nprivate placement is composed of (i) an initial upfront financing of\napproximately $32 million in gross proceeds (including the conversion of\noutstanding notes assumed in the acquisition) in exchange for pre-funded\nwarrants to purchase 11,780,948 shares of Adial’s common stock, representing\na purchase price of $2.7489 for each pre-funded warrant sold at the initial\nclosing and (ii) the potential for up to an additional $32 million in gross\nproceeds upon Phase 1 clinical study initiation in exchange for (x) pre-funded\nwarrants to purchase up to 11,780,948 shares of common stock and (y) common\nwarrants to purchase up to 11,780,948 shares of common stock at a combined\npurchase price of $2.7489 for each pre-funded warrant and accompanying common\nwarrant sold at milestone closings. The financing was led by Coastlands\nCapital with participation from Boxer Capital Management, Stonepine Capital\nManagement, AuGC BioFund and other biotech specialists and institutional\ninvestors along with insiders and management. The combined company expects to\nuse the proceeds from the private placement primarily to advance Azora’s\nAT177 lead colon‑targeted AhR program through key clinical milestones,\nincluding IND-enabling studies and the Phase 1a and Phase 1b studies in\nulcerative colitis (“UC”).\n\n“AhR is now a validated target in the treatment of ulcerative colitis.\nAzora’s data support a uniquely differentiated, colon‑targeted approach\nthat is designed to minimize systemic exposure in ulcerative colitis. The\nquality of the investor syndicate supporting this transaction reinforces our\nconviction in Azora’s thesis and the AT177 program,” said Cary Claiborne,\npresident and chief executive officer of Adial. “With these proceeds, we\nbelieve the combined company will be well capitalized to execute through key\nclinical milestones to address a significant unmet need in ulcerative\ncolitis.”\n\n“AhR signaling is a key regulator of gut homeostasis, and clinical\nexperience has helped establish both the therapeutic relevance of this pathway\nin ulcerative colitis and the importance of controlling systemic exposure.\nSystemic AhR activation may be associated with immunosuppression, which\ncreates the potential for long-term safety risks. AT177 was engineered to\naddress this challenge directly. It is a rationally-designed, fully-synthetic,\npatented compound intended to concentrate pharmacologic activity at the site\nof inflammation in the colon while minimizing systemic exposure,\" said Matt\nDavidson, PhD, co-Founder of Azora Therapeutics and incoming chief development\nofficer and newly appointed director of Adial. \"By starting from fundamental\nUC biology and robust clinical data, we built what we believe has the\npotential to be a best-in-class therapy that avoids the risks associated with\nsystemic AhR circulation. For the many UC patients who still do not achieve\ndurable remission on currently available therapies, AT177 represents a\npotentially meaningfully differentiated option with a safety profile designed\nto support long-term use.\"\n\nIn addition, Adial is pleased to announce the appointment of Wendy Young,\nPh.D., to its Board of Directors. Dr. Young brings more than 32 years of drug\ndiscovery and biopharma leadership experience, including senior leadership\nroles at Genentech, where she served as senior vice president, small molecule\ndrug discovery. She currently serves as, senior advisor to GV (Google\nVentures), and an independent board director and scientific advisor to\nmultiple life sciences companies. The Company believes Dr. Young’s deep\nexpertise in small-molecule drug discovery, company building and strategic R&D\nleadership will be highly valuable as the Company advances its next phase of\ngrowth.\n\nAbout Adial Pharmaceuticals, Inc.\n\nAdial Pharmaceuticals is a biopharmaceutical company historically focused on\nthe development of treatments for addictions and related disorders. Following\nthe acquisition of Azora Therapeutics, Adial's lead program is AT177, a\nproprietary colon‑targeted aryl hydrocarbon receptor (AhR) agonist designed\nto enable localized activation with limited systemic exposure in development\nfor ulcerative colitis. The company’s historical investigational new drug\nproduct, AD04, is a genetically targeted, serotonin-3 receptor antagonist,\ntherapeutic agent for the treatment of Alcohol Use Disorder (AUD) in heavy\ndrinking patients. Additional information is available at www.adial.com.\n\nAbout Azora Therapeutics\n\nAzora Therapeutics Inc. is a biopharmaceutical company focused on developing\ntreatments for serious inflammatory diseases. The company was spun out of\nStanford University after being incubated in the translational medicine SPARK\nprogram. Azora owns the worldwide royalty-free rights to its technology, which\nis based on the development of potential best-in-class oral agonists of the\naryl hydrocarbon receptor. The company's lead program is AT177, a proprietary\ncolon‑targeted aryl hydrocarbon receptor (AhR) agonist designed to enable\nlocalized activation with limited systemic exposure in development for\nulcerative colitis. More information on Azora can be found on the company's\nwebsite at www.AzoraTherapeutics.com.\n\nAbout AT177\n\nAT177 is a fully synthetic, patented, oral AhR agonist designed to restore\nmucosal immune homeostasis at the site of disease with minimal systemic\nexposure. Its active ingredient is a prodrug of indirubin, the most potent AhR\nagonist within indigo naturalis, a botanical extract with best-in-category\nclinical efficacy in ulcerative colitis. AT177's colon-targeted formulation\ndelivers therapeutic AhR engagement directly to the colonic mucosa with\nexquisite gut restriction, minimizing the systemic AhR exposure associated\nwith adverse effects. In preclinical studies, AT177 demonstrated robust local\ncolonic AhR activation with markedly limited systemic exposure and superior\ncolon-to-systemic selectivity compared to other AhR agonists in development.\nAT177 is currently in IND-enabling studies, with a proof-of-concept clinical\ntrial planned for 2027.\n\nAbout the Transactions\n\nThe acquisition of Azora was structured as an asset acquisition pursuant to\nwhich all of Azora’s outstanding equity interests were exchanged, based on a\nfixed exchange ratio, for a combination of 437,474 shares of Adial common\nstock and approximately 12,930 shares of Adial Series A non-voting convertible\npreferred stock (representing 12,930,617 shares on an as-converted-to-common\nbasis), in each case, calculated on a fully-diluted basis (and without giving\neffect to any beneficial ownership limitations). Concurrently with the\nacquisition of Azora, Adial entered into a definitive agreement for a private\nplacement financing with new and returning investors to raise up to $64\nmillion in gross proceeds. The private placement is composed of (i) an initial\nupfront financing of approximately $32 million in gross proceeds (including\nthe conversion of outstanding notes assumed in the acquisition) in exchange\nfor pre-funded warrants to purchase 11,780,948 shares of Adial’s common\nstock (without giving effect to any beneficial ownership limitations),\nrepresenting a purchase price of $2.7489 for each pre-funded warrant sold at\nthe initial closing, and (ii) the potential for up to an additional $32\nmillion in gross proceeds in exchange for (x) pre-funded warrants to purchase\nup to 11,780,948 shares of Adial common stock and (y) common warrants to\npurchase up to 11,780,948 shares of Adial common stock at a combined purchase\nprice of $2.7489 for each pre-funded warrant and common warrant sold at\nmilestone closings. In addition, following Adial stockholder approval, each\nshare of Series A non-voting convertible preferred stock issued in the\nacquisition will automatically convert into 1,000 shares of common stock and\neach pre-funded warrant and common warrant (if issued) sold in the private\nplacement will become exercisable into common stock, subject to certain\nbeneficial ownership limitations set by each holder.\n\nAs a result of the transactions, following Adial stockholder approval, and\nwithout giving effect to the funding of the milestone tranche of the\nfinancing, equity holders of Adial immediately prior to the acquisition will\nown approximately 7.7% of Adial’s common stock, equity holders of Azora\nimmediately prior to the acquisition will own approximately 51.0% of Adial’s\ncommon stock and investors in the private placement financing including the\nconversion of outstanding notes will own approximately 41.3% of Adial’s\ncommon stock, in each case, calculated on a fully-diluted,\nas-converted-to-common-basis (and without giving effect to any beneficial\nownership limitations) using the treasury stock method and based on the\nimplied equity values of Adial and Azora.\n\nThe acquisition was approved by the Board of Directors of Adial and the Board\nof Directors and stockholders of Azora. The closings of the transactions were\nnot subject to the approval of Adial’s stockholders. The approval of\nAdial’s stockholders is required under the terms of the Series A non-voting\nconvertible preferred stock in order for the Series A non-voting convertible\npreferred stock to be converted into shares of Adial common stock and for the\npre-funded warrants and common warrants issued, and to be issued, in the\nprivate placement as well as in the exchange of certain outstanding notes\nissued by Azora, in each case, to become exercisable into shares of Adial’s\ncommon stock, and Adial is required to promptly hold a stockholder meeting for\nsuch vote.\n\nOppenheimer & Co. Inc. is serving as financial advisor to Adial. Blank Rome\nLLP is serving as legal counsel to Adial. Lucid Capital Markets is serving as\nthe exclusive placement agent for the concurrent financing and financial\nadvisor to Azora. TD Cowen is serving as capital markets advisor to Azora for\nthe concurrent financing. Honigman LLP is serving as legal counsel to\nAzora.  \n\nConference Call and Webcast Details\n\nThe company will host a conference call and webcast today, June 11, 2026, at\n1pm ET to discuss the acquisition and financing. To access the call:\n1-877-451-6152 (domestic), 1-201-389-0879 (International), Passcode: 13761153,\nWebcast:\nhttps://viavid.webcasts.com/starthere.jsp?ei=1764298&tp_key=1feafa06f8.\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis communication contains certain “forward-looking statements” within\nthe meaning of the U.S. federal securities laws. Such statements are based\nupon various facts and derived utilizing numerous important assumptions and\nare subject to known and unknown risks, uncertainties and other factors that\nmay cause actual results, performance or achievements to be materially\ndifferent from any future results, performance or achievements expressed or\nimplied by such forward-looking statements. Statements preceded by, followed\nby or that otherwise include the words “believes,” “expects,”\n“anticipates,” “intends,” “projects,” “estimates,” “plans”\nand similar expressions or future or conditional verbs such as “will,”\n“should,” “would,” “may” and “could” are generally\nforward-looking in nature and not historical facts, although not all\nforward-looking statements include the foregoing. The forward-looking\nstatements include, but are not limited to, statements regarding Azora’s\nlead asset AT177 enabling localized activation with limited systemic exposure;\nthe potential for the Company to receive an additional $32 million upon second\ntranche milestone; using the private placement proceeds primarily to advance\nAzora’s AT177 lead colon-targeted AhR program through key clinical\nmilestones, including IND-enabling studies, the Phase 1a and Phase 1b studies\nin ulcerative colitis; Azora’s colon-targeted approach minimizing systemic\nexposure in ulcerative colitis; the combined company being well capitalized to\nexecute through key clinical milestones; Systemic AhR activation being\nassociated with immunosuppression creating the potential for long-term safety\nrisks; AT177 addressing systemic AhR activation risk directly; building a\nbest-in-class therapy, that avoids the risks associated with systemic AhR\ncirculation; AT177 representing a meaningfully differentiated option, with a\nsafety profile designed to support long-term use; the expected contribution of\nDr. Young; advancing the Company’s next phase of growth; the potential of\nAD04 to treat other addictive disorders such as opioid use disorder, gambling,\nand obesity; and plans for a proof-of-concept clinical trial of AT177 for\n2027. Any forward-looking statements included herein reflect the Company’s\ncurrent views, and they involve certain risks and uncertainties, including,\namong others, the Company’s ability to pursue its regulatory strategy; the\nCompany’s ability to obtain regulatory approvals for commercialization of\nproduct candidates or to comply with ongoing regulatory requirements; the\nCompany’s ability to develop strategic partnership opportunities and\nmaintain collaborations; the Company’s ability to obtain or maintain the\ncapital or grants necessary to fund its research and development activities;\nthe Company’s ability to complete clinical trials on time and achieve\ndesired results and benefits as expected; regulatory limitations relating to\nthe Company’s ability to promote or commercialize its product candidates for\nspecific indications; acceptance of the Company’s product candidates in the\nmarketplace and the successful development, marketing or sale of its products;\nthe Company’s ability to maintain its license agreements; the continued\nmaintenance and growth of the Company’s patent estate and its ability to\nretain its key employees or maintain the Company’s Nasdaq listing. These\nrisks should not be construed as exhaustive and should be read together with\nthe other cautionary statements included in the Company’s Annual Report on\nForm 10-K for the year ended December 31, 2025, subsequent Quarterly Reports\non Form 10-Q and current reports on Form 8-K filed with the Securities and\nExchange Commission. These risks should not be construed as exhaustive and\nshould be read together with the other cautionary statements contained in such\nreports. Any forward-looking statement speaks only as of the date on which it\nwas initially made. The Company undertakes no obligation to publicly update or\nrevise any forward-looking statement, whether as a result of new information,\nfuture events, changed circumstances or otherwise, unless required by law.\n\nContact:\nCrescendo Communications, LLC\nDavid Waldman / Alexandra Schilt\nTel: 212-671-1020\nEmail: adil@crescendo-ir.com\n\nMike Moyer\nManaging Director,\nLifeSci Advisors, LLC\nPhone: (617) 328-4326\nEmail: mmoyer@lifesciadvisors.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/901195c7-fd79-4515-85c5-bbe3a6297cea)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX2Gr8KF","title":"Adial Pharmaceuticals Announces Acquisition of Azora Therapeutics and up to $64 Million Financing","author":"Globe Newswire","ticker":"ADIL","created":"2026-06-11T15:43:51.118Z","tickers":["ADIL"],"exchange":"NASDAQ","article_body":"- Acquisition of Azora and concurrent private placement positions the combined\ncompany to advance its pipeline through key clinical milestones in ulcerative\ncolitis, including Phase 1 initiation in mid-2027\n\n- Azora’s oral candidate, AT177, is a novel, colon‑targeted AhR agonist\nrationally engineered to have minimal systemic exposure and designed to\nmitigate safety concerns with systemically absorbed AhR agonists\n\n- $32 million in upfront financing with the potential to receive an additional\n$32 million under additional milestone tranches\n\n- Adial to host a conference call today, June 11, 2026 at 1pm ET\n\nGLEN ALLEN, Va. and LOS ANGELES, June 11, 2026 (GLOBE NEWSWIRE) -- Adial\nPharmaceuticals, Inc. (Nasdaq: ADIL) (“Adial” or the “Company”) today\nannounced that it has acquired Azora Therapeutics, Inc. (“Azora”), a\nbiopharmaceutical company developing treatments for serious inflammatory\ndiseases. The acquisition brings Azora’s lead asset AT177, a proprietary\ncolon‑targeted aryl hydrocarbon receptor (AhR) agonist designed to enable\nlocalized activation with limited systemic exposure, into Adial’s pipeline.\n\nConcurrent with the acquisition, Adial entered into a definitive agreement for\na concurrent private placement of up to $64 million in gross proceeds to\nAdial, before deducting placement agent and other offering expenses. The\nprivate placement is composed of (i) an initial upfront financing of\napproximately $32 million in gross proceeds (including the conversion of\noutstanding notes assumed in the acquisition) in exchange for pre-funded\nwarrants to purchase 11,780,948 shares of Adial’s common stock, representing\na purchase price of $2.7489 for each pre-funded warrant sold at the initial\nclosing and (ii) the potential for up to an additional $32 million in gross\nproceeds upon Phase 1 clinical study initiation in exchange for (x) pre-funded\nwarrants to purchase up to 11,780,948 shares of common stock and (y) common\nwarrants to purchase up to 11,780,948 shares of common stock at a combined\npurchase price of $2.7489 for each pre-funded warrant and accompanying common\nwarrant sold at milestone closings. The financing was led by Coastlands\nCapital with participation from Boxer Capital Management, Stonepine Capital\nManagement, AuGC BioFund and other biotech specialists and institutional\ninvestors along with insiders and management. The combined company expects to\nuse the proceeds from the private placement primarily to advance Azora’s\nAT177 lead colon‑targeted AhR program through key clinical milestones,\nincluding IND-enabling studies and the Phase 1a and Phase 1b studies in\nulcerative colitis (“UC”).\n\n“AhR is now a validated target in the treatment of ulcerative colitis.\nAzora’s data support a uniquely differentiated, colon‑targeted approach\nthat is designed to minimize systemic exposure in ulcerative colitis. The\nquality of the investor syndicate supporting this transaction reinforces our\nconviction in Azora’s thesis and the AT177 program,” said Cary Claiborne,\npresident and chief executive officer of Adial. “With these proceeds, we\nbelieve the combined company will be well capitalized to execute through key\nclinical milestones to address a significant unmet need in ulcerative\ncolitis.”\n\n“AhR signaling is a key regulator of gut homeostasis, and clinical\nexperience has helped establish both the therapeutic relevance of this pathway\nin ulcerative colitis and the importance of controlling systemic exposure.\nSystemic AhR activation may be associated with immunosuppression, which\ncreates the potential for long-term safety risks. AT177 was engineered to\naddress this challenge directly. It is a rationally-designed, fully-synthetic,\npatented compound intended to concentrate pharmacologic activity at the site\nof inflammation in the colon while minimizing systemic exposure,\" said Matt\nDavidson, PhD, co-Founder of Azora Therapeutics and incoming chief development\nofficer and newly appointed director of Adial. \"By starting from fundamental\nUC biology and robust clinical data, we built what we believe has the\npotential to be a best-in-class therapy that avoids the risks associated with\nsystemic AhR circulation. For the many UC patients who still do not achieve\ndurable remission on currently available therapies, AT177 represents a\npotentially meaningfully differentiated option with a safety profile designed\nto support long-term use.\"\n\nIn addition, Adial is pleased to announce the appointment of Wendy Young,\nPh.D., to its Board of Directors. Dr. Young brings more than 32 years of drug\ndiscovery and biopharma leadership experience, including senior leadership\nroles at Genentech, where she served as senior vice president, small molecule\ndrug discovery. She currently serves as, senior advisor to GV (Google\nVentures), and an independent board director and scientific advisor to\nmultiple life sciences companies. The Company believes Dr. Young’s deep\nexpertise in small-molecule drug discovery, company building and strategic R&D\nleadership will be highly valuable as the Company advances its next phase of\ngrowth.\n\nAbout Adial Pharmaceuticals, Inc.\n\nAdial Pharmaceuticals is a biopharmaceutical company historically focused on\nthe development of treatments for addictions and related disorders. Following\nthe acquisition of Azora Therapeutics, Adial's lead program is AT177, a\nproprietary colon‑targeted aryl hydrocarbon receptor (AhR) agonist designed\nto enable localized activation with limited systemic exposure in development\nfor ulcerative colitis. The company’s historical investigational new drug\nproduct, AD04, is a genetically targeted, serotonin-3 receptor antagonist,\ntherapeutic agent for the treatment of Alcohol Use Disorder (AUD) in heavy\ndrinking patients. Additional information is available at www.adial.com.\n\nAbout Azora Therapeutics\n\nAzora Therapeutics Inc. is a biopharmaceutical company focused on developing\ntreatments for serious inflammatory diseases. The company was spun out of\nStanford University after being incubated in the translational medicine SPARK\nprogram. Azora owns the worldwide royalty-free rights to its technology, which\nis based on the development of potential best-in-class oral agonists of the\naryl hydrocarbon receptor. The company's lead program is AT177, a proprietary\ncolon‑targeted aryl hydrocarbon receptor (AhR) agonist designed to enable\nlocalized activation with limited systemic exposure in development for\nulcerative colitis. More information on Azora can be found on the company's\nwebsite at www.AzoraTherapeutics.com.\n\nAbout AT177\n\nAT177 is a fully synthetic, patented, oral AhR agonist designed to restore\nmucosal immune homeostasis at the site of disease with minimal systemic\nexposure. Its active ingredient is a prodrug of indirubin, the most potent AhR\nagonist within indigo naturalis, a botanical extract with best-in-category\nclinical efficacy in ulcerative colitis. AT177's colon-targeted formulation\ndelivers therapeutic AhR engagement directly to the colonic mucosa with\nexquisite gut restriction, minimizing the systemic AhR exposure associated\nwith adverse effects. In preclinical studies, AT177 demonstrated robust local\ncolonic AhR activation with markedly limited systemic exposure and superior\ncolon-to-systemic selectivity compared to other AhR agonists in development.\nAT177 is currently in IND-enabling studies, with a proof-of-concept clinical\ntrial planned for 2027.\n\nAbout the Transactions\n\nThe acquisition of Azora was structured as an asset acquisition pursuant to\nwhich all of Azora’s outstanding equity interests were exchanged, based on a\nfixed exchange ratio, for a combination of 437,474 shares of Adial common\nstock and approximately 12,930 shares of Adial Series A non-voting convertible\npreferred stock (representing 12,930,617 shares on an as-converted-to-common\nbasis), in each case, calculated on a fully-diluted basis (and without giving\neffect to any beneficial ownership limitations). Concurrently with the\nacquisition of Azora, Adial entered into a definitive agreement for a private\nplacement financing with new and returning investors to raise up to $64\nmillion in gross proceeds. The private placement is composed of (i) an initial\nupfront financing of approximately $32 million in gross proceeds (including\nthe conversion of outstanding notes assumed in the acquisition) in exchange\nfor pre-funded warrants to purchase 11,780,948 shares of Adial’s common\nstock (without giving effect to any beneficial ownership limitations),\nrepresenting a purchase price of $2.7489 for each pre-funded warrant sold at\nthe initial closing, and (ii) the potential for up to an additional $32\nmillion in gross proceeds in exchange for (x) pre-funded warrants to purchase\nup to 11,780,948 shares of Adial common stock and (y) common warrants to\npurchase up to 11,780,948 shares of Adial common stock at a combined purchase\nprice of $2.7489 for each pre-funded warrant and common warrant sold at\nmilestone closings. In addition, following Adial stockholder approval, each\nshare of Series A non-voting convertible preferred stock issued in the\nacquisition will automatically convert into 1,000 shares of common stock and\neach pre-funded warrant and common warrant (if issued) sold in the private\nplacement will become exercisable into common stock, subject to certain\nbeneficial ownership limitations set by each holder.\n\nAs a result of the transactions, following Adial stockholder approval, and\nwithout giving effect to the funding of the milestone tranche of the\nfinancing, equity holders of Adial immediately prior to the acquisition will\nown approximately 7.7% of Adial’s common stock, equity holders of Azora\nimmediately prior to the acquisition will own approximately 51.0% of Adial’s\ncommon stock and investors in the private placement financing including the\nconversion of outstanding notes will own approximately 41.3% of Adial’s\ncommon stock, in each case, calculated on a fully-diluted,\nas-converted-to-common-basis (and without giving effect to any beneficial\nownership limitations) using the treasury stock method and based on the\nimplied equity values of Adial and Azora.\n\nThe acquisition was approved by the Board of Directors of Adial and the Board\nof Directors and stockholders of Azora. The closings of the transactions were\nnot subject to the approval of Adial’s stockholders. The approval of\nAdial’s stockholders is required under the terms of the Series A non-voting\nconvertible preferred stock in order for the Series A non-voting convertible\npreferred stock to be converted into shares of Adial common stock and for the\npre-funded warrants and common warrants issued, and to be issued, in the\nprivate placement as well as in the exchange of certain outstanding notes\nissued by Azora, in each case, to become exercisable into shares of Adial’s\ncommon stock, and Adial is required to promptly hold a stockholder meeting for\nsuch vote.\n\nOppenheimer & Co. Inc. is serving as financial advisor to Adial. Blank Rome\nLLP is serving as legal counsel to Adial. Lucid Capital Markets is serving as\nthe exclusive placement agent for the concurrent financing and financial\nadvisor to Azora. TD Cowen is serving as capital markets advisor to Azora for\nthe concurrent financing. Honigman LLP is serving as legal counsel to\nAzora.  \n\nConference Call and Webcast Details\n\nThe company will host a conference call and webcast today, June 11, 2026, at\n1pm ET to discuss the acquisition and financing. To access the call:\n1-877-451-6152 (domestic), 1-201-389-0879 (International), Passcode: 13761153,\nWebcast:\nhttps://viavid.webcasts.com/starthere.jsp?ei=1764298&tp_key=1feafa06f8.\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis communication contains certain “forward-looking statements” within\nthe meaning of the U.S. federal securities laws. Such statements are based\nupon various facts and derived utilizing numerous important assumptions and\nare subject to known and unknown risks, uncertainties and other factors that\nmay cause actual results, performance or achievements to be materially\ndifferent from any future results, performance or achievements expressed or\nimplied by such forward-looking statements. Statements preceded by, followed\nby or that otherwise include the words “believes,” “expects,”\n“anticipates,” “intends,” “projects,” “estimates,” “plans”\nand similar expressions or future or conditional verbs such as “will,”\n“should,” “would,” “may” and “could” are generally\nforward-looking in nature and not historical facts, although not all\nforward-looking statements include the foregoing. The forward-looking\nstatements include, but are not limited to, statements regarding Azora’s\nlead asset AT177 enabling localized activation with limited systemic exposure;\nthe potential for the Company to receive an additional $32 million upon second\ntranche milestone; using the private placement proceeds primarily to advance\nAzora’s AT177 lead colon-targeted AhR program through key clinical\nmilestones, including IND-enabling studies, the Phase 1a and Phase 1b studies\nin ulcerative colitis; Azora’s colon-targeted approach minimizing systemic\nexposure in ulcerative colitis; the combined company being well capitalized to\nexecute through key clinical milestones; Systemic AhR activation being\nassociated with immunosuppression creating the potential for long-term safety\nrisks; AT177 addressing systemic AhR activation risk directly; building a\nbest-in-class therapy, that avoids the risks associated with systemic AhR\ncirculation; AT177 representing a meaningfully differentiated option, with a\nsafety profile designed to support long-term use; the expected contribution of\nDr. Young; advancing the Company’s next phase of growth; the potential of\nAD04 to treat other addictive disorders such as opioid use disorder, gambling,\nand obesity; and plans for a proof-of-concept clinical trial of AT177 for\n2027. Any forward-looking statements included herein reflect the Company’s\ncurrent views, and they involve certain risks and uncertainties, including,\namong others, the Company’s ability to pursue its regulatory strategy; the\nCompany’s ability to obtain regulatory approvals for commercialization of\nproduct candidates or to comply with ongoing regulatory requirements; the\nCompany’s ability to develop strategic partnership opportunities and\nmaintain collaborations; the Company’s ability to obtain or maintain the\ncapital or grants necessary to fund its research and development activities;\nthe Company’s ability to complete clinical trials on time and achieve\ndesired results and benefits as expected; regulatory limitations relating to\nthe Company’s ability to promote or commercialize its product candidates for\nspecific indications; acceptance of the Company’s product candidates in the\nmarketplace and the successful development, marketing or sale of its products;\nthe Company’s ability to maintain its license agreements; the continued\nmaintenance and growth of the Company’s patent estate and its ability to\nretain its key employees or maintain the Company’s Nasdaq listing. These\nrisks should not be construed as exhaustive and should be read together with\nthe other cautionary statements included in the Company’s Annual Report on\nForm 10-K for the year ended December 31, 2025, subsequent Quarterly Reports\non Form 10-Q and current reports on Form 8-K filed with the Securities and\nExchange Commission. These risks should not be construed as exhaustive and\nshould be read together with the other cautionary statements contained in such\nreports. Any forward-looking statement speaks only as of the date on which it\nwas initially made. The Company undertakes no obligation to publicly update or\nrevise any forward-looking statement, whether as a result of new information,\nfuture events, changed circumstances or otherwise, unless required by law.\n\nContact:\nCrescendo Communications, LLC\nDavid Waldman / Alexandra Schilt\nTel: 212-671-1020\nEmail: adil@crescendo-ir.com\n\nMike Moyer\nManaging Director,\nLifeSci Advisors, LLC\nPhone: (617) 328-4326\nEmail: mmoyer@lifesciadvisors.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/901195c7-fd79-4515-85c5-bbe3a6297cea)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-06-11T15:43:51.154775185Z","server_sent_at_ms":1781192631154},"received_at":"2026-06-11T15:43:51.341Z","source_url":null},"analysis":{"id":"51081","press_release_id":"61656","analysis_json":{"industry":{"label":"Biotechnology","sector":"Health Care"},"redFlags":["Extreme dilution: Pre-acquisition AdIL shareholders diluted to 7.7% ownership","Target control: Azora shareholders will own 51% of the combined entity","Reverse merger dynamics: Transaction resembles a de-SPAC or reverse takeover rather than a traditional acquisition"],"eventType":"m_and_a","narrative":"Adial Pharmaceuticals has acquired Azora Therapeutics and secured up to $64 million in concurrent financing to advance Azora’s lead asset AT177 for ulcerative colitis.\n\nThe transaction is highly dilutive to existing Adial shareholders, who will retain only 7.7% ownership post-deal, while Azora shareholders will control 51.0% of the combined company.\n\nThe upfront $32 million raise was led by Coastlands Capital, with an additional $32 million available upon Phase 1 initiation. Adial also appointed Wendy Young to its board.","sentiment":"mixed","agentHooks":{"shouldPost":true,"suggestedAngle":"Adial effectively flips to Azora’s ulcerative colitis program in a highly dilutive reverse-merger-style deal; existing shareholders drop to 7.7% stake."},"keyFigures":{"dealValueUsd":64000000,"offeringPrice":2.7489,"customDimensions":{"upfront_financing":32000000,"azora_common_shares_issued":437474,"azora_preferred_as_converted":12930617,"azora_preferred_shares_issued":12930,"milestone_financing_potential":32000000,"private_placement_ownership_pct":41.3,"pre_acquisition_adil_ownership_pct":7.7,"pre_acquisition_azora_ownership_pct":51}},"quotedText":"With these proceeds, we believe the combined company will be well capitalized to execute through key clinical milestones to address a significant unmet need in ulcerative colitis.","namedEntities":{"people":[{"name":"Cary Claiborne","role":"President and CEO of Adial"},{"name":"Matt Davidson","role":"Co-Founder of Azora, incoming CDO and Director of Adial"},{"name":"Wendy Young","role":"New Board Director of Adial"}],"products":["AT177","AD04"],"companies":[{"name":"Adial Pharmaceuticals, Inc.","ticker":"ADIL","relationship":"acquirer"},{"name":"Azora Therapeutics, Inc.","relationship":"target"},{"name":"Coastlands Capital","relationship":"lead investor"},{"name":"Boxer Capital Management","relationship":"investor"},{"name":"Stonepine Capital Management","relationship":"investor"},{"name":"AuGC BioFund","relationship":"investor"},{"name":"Oppenheimer & Co. Inc.","relationship":"financial advisor"},{"name":"Lucid Capital Markets","relationship":"placement agent"},{"name":"TD Cowen","relationship":"capital markets advisor"},{"name":"Blank Rome LLP","relationship":"legal counsel"},{"name":"Honigman LLP","relationship":"legal counsel"},{"name":"Genentech","relationship":"former employer of Wendy Young"},{"name":"GV (Google Ventures)","relationship":"current employer of Wendy Young"}],"dollarAmounts":[{"amount":"$64 million","context":"total gross proceeds from private placement"},{"amount":"$32 million","context":"upfront financing gross proceeds"},{"amount":"$32 million","context":"potential milestone financing gross proceeds"},{"amount":"$2.7489","context":"purchase price per pre-funded warrant"}]},"materialImpact":{"score":5,"reasoning":"The acquisition of Azora Therapeutics represents a strategic pivot for Adial, bringing in a new lead asset (AT177) for ulcerative colitis. However, the transaction involves massive dilution: pre-acquisition Adial shareholders will own only ~7.7% of the combined entity, while Azora shareholders will own ~51.0%. This is effectively a reverse merger or de-SPAC style transaction where the target becomes the controlling party, warranting a score of 5 due to the fundamental change in ownership and business focus."},"tickerRelevance":{"others":[],"primary":"ADIL"},"globalImportance":35,"audienceRelevance":25,"eventTypeSecondary":["offering","dilution","board_change"],"importanceComponents":{"tickerTier":"small-cap","eventGravity":"high-dilution-acquisition","sectorWeight":"biotech","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"event_type":"m_and_a","event_type_secondary":["offering","dilution","board_change"],"sentiment":"mixed","material_impact_score":5,"narrative":"Adial Pharmaceuticals has acquired Azora Therapeutics and secured up to $64 million in concurrent financing to advance Azora’s lead asset AT177 for ulcerative colitis.\n\nThe transaction is highly dilutive to existing Adial shareholders, who will retain only 7.7% ownership post-deal, while Azora shareholders will control 51.0% of the combined company.\n\nThe upfront $32 million raise was led by Coastlands Capital, with an additional $32 million available upon Phase 1 initiation. Adial also appointed Wendy Young to its board.","key_figures":{"dealValueUsd":64000000,"offeringPrice":2.7489,"customDimensions":{"upfront_financing":32000000,"azora_common_shares_issued":437474,"azora_preferred_as_converted":12930617,"azora_preferred_shares_issued":12930,"milestone_financing_potential":32000000,"private_placement_ownership_pct":41.3,"pre_acquisition_adil_ownership_pct":7.7,"pre_acquisition_azora_ownership_pct":51}},"named_entities":{"people":[{"name":"Cary Claiborne","role":"President and CEO of Adial"},{"name":"Matt Davidson","role":"Co-Founder of Azora, incoming CDO and Director of Adial"},{"name":"Wendy Young","role":"New Board Director of Adial"}],"products":["AT177","AD04"],"companies":[{"name":"Adial Pharmaceuticals, Inc.","ticker":"ADIL","relationship":"acquirer"},{"name":"Azora Therapeutics, Inc.","relationship":"target"},{"name":"Coastlands Capital","relationship":"lead investor"},{"name":"Boxer Capital Management","relationship":"investor"},{"name":"Stonepine Capital Management","relationship":"investor"},{"name":"AuGC BioFund","relationship":"investor"},{"name":"Oppenheimer & Co. Inc.","relationship":"financial advisor"},{"name":"Lucid Capital Markets","relationship":"placement agent"},{"name":"TD Cowen","relationship":"capital markets advisor"},{"name":"Blank Rome LLP","relationship":"legal counsel"},{"name":"Honigman LLP","relationship":"legal counsel"},{"name":"Genentech","relationship":"former employer of Wendy Young"},{"name":"GV (Google Ventures)","relationship":"current employer of Wendy Young"}],"dollarAmounts":[{"amount":"$64 million","context":"total gross proceeds from private placement"},{"amount":"$32 million","context":"upfront financing gross proceeds"},{"amount":"$32 million","context":"potential milestone financing gross proceeds"},{"amount":"$2.7489","context":"purchase price per pre-funded warrant"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-06-11T15:44:47.619Z","global_importance":35,"audience_relevance":25,"importance_components":{"tickerTier":"small-cap","eventGravity":"high-dilution-acquisition","sectorWeight":"biotech","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"durationMs":56264,"modelName":"george-droid-qwen-72b"}}