Adial Pharmaceuticals: Saiki holds 1.85M preferred shares
The Series A Preferred Stock will convert automatically within three business days after stockholders approved the conversion proposal on October 28, 2026.
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Form Type
3
Rhea-AI Filing Summary
ADIAL PHARMACEUTICALS, INC. reports Chief Strategy Officer Julie Saiki’s direct holdings, including 1,852,229 shares of Series A Preferred Stock and three stock-option positions covering 72,719 common shares at an exercise price of $2.9800, 31,915 at $1.5700, and 67,021 at $0.6300. The 31,915-share option is immediately exercisable. The 72,719-share option and a separate restricted stock unit award vest 25% on the first anniversary of the June 12, 2026 grant date, with remaining shares vesting in 36 equal monthly installments. The 67,021-share option follows that schedule from an April 20, 2026 vesting commencement date; both option schedules are subject to continuous service.
Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock, subject to conditions in the Merger Agreement and Certificate of Designation, including stockholder approval of the conversion proposal. Stockholders approved the proposal on October 28, 2026, and the preferred stock will convert automatically within three business days following approval. The Certificate of Designation contains beneficial ownership and other limits.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Saiki Julie
Role
Chief Strategy Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Stock Option (right to buy) F2 | -- | -- | -- |
| Holding | Stock Option (Right to Buy) F3 | -- | -- | -- |
| Holding | Stock Option (Right to Buy) F4 | -- | -- | -- |
| Holding | Series A Preferred Stock F5, F6, F7 | -- | -- | -- |
| Holding | Common Stock F1 | -- | -- | -- |
| Holding | Common Stock | -- | -- | -- |
Holdings:
Stock Option (right to buy) — 171,655 contracts (Direct);
Series A Preferred Stock — 1,852,229 contracts (Direct);
Common Stock — 135,384 shares (Direct)
Footnotes (7)
- F1. Represents an award of restricted stock units ("RSUs"). 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.
- F2. 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.
- F3. Immediately exercisable.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. Subject to certain conditions set forth in the Merger Agreement (including receiving stockholder approval of the issuance of Common Stock upon conversion of the Series A Preferred Stock (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. Stockholders approved the Preferred Stock Conversion Proposal on October 28, 2026 (the "Conversion Proposal Approval Date"). The Series A Preferred Stock will convert automatically into Common Stock within three business days following the Conversion Proposal Approval Date.
Key Figures
Option underlying shares: 72,719 common shares
Option exercise price: $2.9800 per share
Option underlying shares: 31,915 common shares
+5 more
8 metrics
Option underlying shares
72,719 common shares
Exercise price $2.9800 per share; expires June 12, 2036
Option exercise price
$2.9800 per share
Option covering 72,719 common shares; expires June 12, 2036
Option underlying shares
31,915 common shares
Exercise price $1.5700 per share; expires November 21, 2033
Option exercise price
$1.5700 per share
Option covering 31,915 common shares; expires November 21, 2033
Option underlying shares
67,021 common shares
Exercise price $0.6300 per share; expires April 20, 2036
Option exercise price
$0.6300 per share
Option covering 67,021 common shares; expires April 20, 2036
Series A Preferred Stock holding
1,852,229 shares
Julie Saiki’s reported direct holding
Conversion ratio
1,000 common shares per preferred share
Series A Preferred Stock
Key Terms
restricted stock units, immediately exercisable, Series A Non-Voting Convertible Preferred Stock, beneficial ownership
4 terms
restricted stock units financial
"Represents an award of restricted stock units ("RSUs")."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
immediately exercisable financial
"Immediately exercisable."
Series A Non-Voting Convertible Preferred Stock technical
"Series A Non-Voting Convertible Preferred Stock"
Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.
beneficial ownership regulatory
"which contains certain beneficial ownership and other limits"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ADIL stock options does Julie Saiki hold?
Julie Saiki’s reported options cover 72,719 common shares at $2.9800, expiring June 12, 2036; 31,915 shares at $1.5700, expiring November 21, 2033; and 67,021 shares at $0.6300, expiring April 20, 2036. The 31,915-share option is immediately exercisable.
What are the ADIL Series A Preferred Stock conversion terms?
Julie Saiki’s reported holding is 1,852,229 shares of Series A Preferred Stock. Each preferred share is convertible into 1,000 common shares, subject to conditions in the Merger Agreement and Certificate of Designation, including stockholder approval of the conversion proposal. Stockholders approved the proposal on October 28, 2026, and the preferred stock will convert automatically within three business days following approval.
AI-generated analysis. How Rhea-AI works. Not financial advice.
