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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): November 3, 2026
Azora Therapeutics, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-38323 |
|
82-3074668 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
16501 Ventura Blvd, Suite 400
Encino,
CA 91436
(Address
of principal executive offices and zip code)
(818)
253-9118
(Registrant’s
telephone number including area code)
Adial Pharmaceuticals, Inc.
4870
Sadler Road, Suite
300
Glen Allen, VA 23060
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions (see General Instruction A.2. below):
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
AZR |
|
The
Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of New Directors
On
November 3, 2026, each of Aida Habtezion, M.D., Paul Hastings and Thomas Soloway were appointed to the Board of Directors (the “Board”)
of Azora Therapeutics, Inc. (formerly known as Adial Pharmaceuticals, Inc.) (the “Company”). Dr. Habtezion was appointed
to the Board as a Class I director, with a term expiring at the Company’s 2028 Annual Meeting of Stockholders, and Mr. Hastings
and Mr. Soloway were appointed to the Board as Class II directors, each with a term expiring at the Company’s 2029 Annual Meeting
of Stockholders (Dr. Habtezion, Mr. Hastings and Mr. Soloway, collectively, the “New Directors”). The Board has determined
that each of the New Directors is independent under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).
Aida
Habtezion, M.D. is a physician-scientist in gastroenterology and immunology who served as Chief Medical Officer and Head of Worldwide
Medical & Safety at Pfizer. She is an Adjunct Professor of Medicine and previously a tenured Professor of Medicine at Stanford University
School of Medicine, where she directed a translational research laboratory studying intestinal inflammatory disease, including the role
of the aryl hydrocarbon receptor in intestinal immunity.
Paul
J. Hastings is Chief Executive Officer of Nkarta. Living with Crohn’s disease himself, he is passionate about advancing care
in the inflammatory bowel disease community. He has led numerous biopharmaceutical companies as Chief Executive Officer, including OncoMed
Pharmaceuticals, QLT, and Axys Pharmaceuticals. He currently serves on the boards of Specific Biologics and enGene Holdings, and was
formerly the Chair of the Biotechnology Innovation Organization. Previously, he served on several other biotech boards, including Pacira
BioSciences (Chair), Proteolix (Chair; acquired by Onyx Pharmaceuticals), ViaCyte (Chair; acquired by Vertex Pharmaceuticals), Relypsa
(acquired by Galenica), and ViaCell (acquired by PerkinElmer).
Thomas
Soloway is the Chief Executive Officer of T-knife Therapeutics. He previously served in successive roles as Chief Financial Officer
and Chief Operating Officer of Audentes Therapeutics through its IPO and acquisition by Astellas Pharma. He has also served as Senior
Vice President and Chief Financial Officer of Ascendis Pharma, as well as served on the boards of Satsuma Pharmaceuticals and Third Harmonic
Bio.
In
connection with the appointment of the New Directors, the Board reconstituted its standing committees as follows: (i) Mr. Soloway was
appointed as chair of the audit committee, and Wendy Young, Ph.D. and Mr. Hastings were appointed as members of the audit committee;
(ii) Dr. Young was appointed as chair of the compensation committee, and Mr. Soloway and Dr. Habtezion were appointed as members of the
compensation committee; and (iii) Mr. Hastings was appointed as chair of the nominating and corporate governance committee, and Dr. Habtezion
was appointed as a member of the nominating and corporate governance committee. The Board has determined that each member of the audit
committee meets the heightened independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the Nasdaq listing standards.
There
are no arrangements or understandings between any New Director and any other person pursuant to which such New Director was appointed
as a director, and no New Director has a family relationship with any director or executive officer of the Company. None of the New Directors
has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Indemnification
Agreements
In
connection with their appointments, each of the New Directors entered into the Company’s standard form of indemnification agreement
for its executive officers and directors, a copy of which was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026.
Compensation
Arrangements
As
of the date of this Current Report on Form 8-K, the Company has not finalized the compensation arrangements for its non-employee directors,
including the newly appointed directors, and no equity awards have been granted to the newly appointed directors in connection with their
appointments. The Company expects to establish a non-employee director compensation program, which may include cash and equity compensation,
subject to approval by the Board of Directors or a committee thereof. The Company will disclose the material terms of any such arrangements
to the extent required by applicable SEC rules.
Resignation
of Directors
Effective
as of November 3, 2026, J. Kermit Anderson, Cary J. Claiborne, Robertson H. Gilliland and Kevin Schuyler resigned from the Board of the
Company, including from all committees of the Board on which they served. The resignations were not the result of any disagreements with
the Company relating to the Company’s operations, policies or practices. In connection with the resignations, the Board appointed
Matthew Davidson, as the chair of the Board and reduced the size of the Board to five (5) members.
Item 8.01 Other Events.
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2026, at the Company’s
reconvened 2026 Annual Meeting of Stockholders held on October 28, 2026, the Company’s stockholders approved, for purposes of Nasdaq
Listing Rules 5635(a) and 5635(b), the issuance of shares of Common Stock upon conversion of the Company’s Series A Non-Voting
Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), which was issued to the former
stockholders of Azora Therapeutics, Inc. in connection with the Company’s acquisition of that company on June 11, 2026. Effective
as of 5:00 p.m. Eastern time on November 2, 2026, 9,924.260 shares of Series A Preferred Stock automatically converted into an aggregate
of 9,924,260 shares of Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations
of the Series A Preferred Stock (the “Certificate of Designation”). As a result of the beneficial ownership limitations set
forth in the Certificate of Designation, 3,006.341 shares of Series A Preferred Stock remain outstanding and may be converted by the
holders thereof, subject to such limitations, in accordance with the Certificate of Designation.
Following
the conversion, as of November 4, 2026, the Company has 14,243,129 shares of Common Stock outstanding.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Ex. No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 9, 2026 |
AZORA THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/ Matthew
G. Davidson |
| |
Name: |
Matthew G. Davidson, |
| |
Title: |
President and Chief Executive Officer |
