Adial Pharmaceuticals (ADIL) CDO adds RSUs, options and preferred shares after Azora merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Adial Pharmaceuticals’ Chief Development Officer Matt Davidson reported several acquisitions of company securities tied to the merger with Azora Therapeutics and new equity awards. In the merger, his Azora holdings, including 5,902,500 Azora common shares and preferred shares, were exchanged for Adial common and Series A Non-Voting Convertible Preferred Stock.
He also received 232,417 restricted stock units, each representing one common share, vesting in equal monthly installments over 36 months beginning on July 12, 2026, plus a stock option for 232,417 shares at an exercise price of $2.89 per share, with the same vesting schedule and an expiration date of June 12, 2036. Additional Series A Preferred Stock and common shares are held both directly and through the Matt and Alli Davidson Trust, where he serves as co-trustee.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Davidson Matt
Role
Chief Development Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to Buy) | 232,417 | $0.00 | -- |
| Grant/Award | Common Stock | 232,417 | $0.00 | -- |
| Grant/Award | Common Stock | 61,647 | $0.00 | -- |
| Grant/Award | Common Stock | 3,427 | $0.00 | -- |
| Grant/Award | Series A Preferred Stock | 1,822.13 | $0.00 | -- |
| Grant/Award | Series A Preferred Stock | 101.298 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 232,417 shares (Direct, null);
Common Stock — 297,491 shares (Direct, null);
Common Stock — 3,427 shares (Indirect, By Matt and Alli Davidson Trust);
Series A Preferred Stock — 1,822.13 shares (Direct, null);
Series A Preferred Stock — 1,923.428 shares (Indirect, By Matt and Alli Davidson Trust)
Footnotes (1)
- 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. 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. 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. 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. The stock option will vest in substantially equal consecutive monthly increments over a 36-month period beginning on July 12, 2026.
Key Figures
RSU award: 232,417 units
Stock option size: 232,417 shares
Option exercise price: $2.89 per share
+5 more
8 metrics
RSU award
232,417 units
Each RSU equals one common share; vesting starts July 12, 2026 over 36 months
Stock option size
232,417 shares
Right to buy common stock at $2.89 per share, expiring June 12, 2036
Option exercise price
$2.89 per share
Strike price for 232,417-share stock option grant
Azora common exchanged
5,902,500 shares
Azora Therapeutics common stock exchanged for Adial securities in the merger
Azora Series A-1 Preferred exchanged
200,000 shares
Converted into Adial Series A Preferred Stock under the merger terms
Azora Series A-2 Preferred exchanged
128,138 shares
Converted into Adial Series A Preferred Stock under the merger terms
Series A Preferred conversion ratio
1,000 common shares per preferred share
Automatic conversion after stockholder approval and Nasdaq conditions, subject to limitations
Series A Preferred acquired directly
1,822.13 shares
Directly held Series A Preferred Stock reported as acquired
Key Terms
restricted stock units ("RSUs"), Series A Non-Voting Convertible Preferred Stock, Agreement and Plan of Merger, beneficial ownership and other limitations, +2 more
6 terms
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Series A Non-Voting Convertible Preferred Stock financial
"shares ... converted into the right to receive ... Series A Non-Voting Convertible Preferred Stock ("Series A 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.
Agreement and Plan of Merger financial
"pursuant to the terms of the Agreement and Plan of Merger, dated June 11, 2026 ("Merger Agreement")"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
beneficial ownership and other limitations financial
"subject to certain beneficial ownership and other limitations, as set forth in the Certificate of Designation"
Certificate of Designation regulatory
"as set forth in the Certificate of Designation of the Series A Preferred Stock"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
co-trustee financial
"The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust."
FAQ
What did Adial Pharmaceuticals (ADIL) executive Matt Davidson acquire in this Form 4 filing?
Matt Davidson reported acquiring Adial common stock, Series A Non-Voting Convertible Preferred Stock, restricted stock units, and a stock option. These positions arose from the Azora Therapeutics merger and new equity awards granted as part of his role as Chief Development Officer.
What are the terms of Matt Davidson’s RSU award at Adial Pharmaceuticals (ADIL)?
Davidson received 232,417 restricted stock units, each equal to one Adial common share. The RSUs vest in substantially equal monthly installments over 36 months, starting on July 12, 2026, providing a long-term, performance-aligned equity incentive tied to his continued service.
What are the key details of Matt Davidson’s stock option grant at Adial Pharmaceuticals (ADIL)?
Davidson was granted a stock option covering 232,417 Adial common shares at an exercise price of $2.89 per share. The option vests in substantially equal monthly installments over 36 months beginning July 12, 2026, and expires on June 12, 2036, if not exercised earlier.
How does Adial Pharmaceuticals’ Series A Preferred Stock held by Matt Davidson convert into common shares?
Each Series A Preferred share is automatically convertible into 1,000 Adial common shares after stockholder approval and satisfaction of certain Nasdaq listing standards. Conversion is also subject to beneficial ownership and other limitations specified in the Series A Preferred Stock Certificate of Designation.
How are Matt Davidson’s indirect holdings in Adial Pharmaceuticals (ADIL) structured?
Some of Davidson’s Adial common and Series A Preferred Stock are held indirectly through the Matt and Alli Davidson Trust. He serves as co-trustee of this trust, which means the trust, rather than Davidson individually, is the direct owner of those specific securities.