Adial Pharmaceuticals CEO gets 232,417-share grant
Two option positions are immediately exercisable and expire June 1, 2031, and November 21, 2033.
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Form Type
4
Rhea-AI Filing Summary
Adial Pharmaceuticals President and CEO Matt Davidson acquired 232,417 shares of common stock as restricted stock units on October 28, 2026; his direct common-stock holdings afterward were 294,064 shares. The RSUs vest 25% on the first anniversary of the June 12, 2026 grant date, with the remainder in 36 equal monthly installments, subject to continuous service.
The report also lists options for 232,417 shares at a $2.98 exercise price, 286,044 at $0.54, 31,914 at $1.57 and 333,830 at $0.63. Series A Preferred Stock received in the Azora merger converts automatically into common stock within three business days following the October 28, 2026 stockholder-approval date, subject to stated conditions and limits.
Insider Trade Summary
Grant/Award: 1,118,545.428 shares
Grant/Award
7 txns
Insider
Davidson Matt
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series A Preferred Stock F2, F4, F5 | 1,822.13 | -- | -- |
| Grant/Award | Series A Preferred Stock F2, F5, F6 | 101.298 | -- | -- |
| Grant/Award | Stock Option (Right to Buy) F7, F8 | 232,417 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F9, F10 | 286,044 | -- | -- |
| Grant/Award | Stock Option (Right to Buy) F11, F10 | 31,914 | -- | -- |
| Grant/Award | Stock Option (Right to Buy) F12 | 333,830 | -- | -- |
| Grant/Award | Common Stock F1, F2, F3 | 232,417 | $0.00 | $0.00 |
| Holding | Common Stock F13 | -- | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 1,822.13 contracts (Direct);
Series A Preferred Stock — 101.298 contracts (Indirect, By Matt and Alli Davidson Trust);
Stock Option (Right to Buy) — 884,205 contracts (Direct);
Common Stock — 294,064 shares (Direct);
Common Stock — 3,427 shares (Indirect, By Matt and Alli Davidson Trust)
Footnotes (13)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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.
- F9. 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.
- F10. Immediately exercisable.
- F11. 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.
- F12. 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.
- F13. The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.
Key Figures
Common shares acquired as RSUs: 232,417 shares
Direct common shares held after transaction: 294,064 shares
Options and exercise price: 232,417 shares; $2.98 per share
+5 more
8 metrics
Common shares acquired as RSUs
232,417 shares
October 28, 2026
Direct common shares held after transaction
294,064 shares
After the October 28, 2026 transaction
Options and exercise price
232,417 shares; $2.98 per share
Option position reported October 28, 2026
Options and exercise price
286,044 shares; $0.54 per share
Immediately exercisable; expires June 1, 2031
Options and exercise price
31,914 shares; $1.57 per share
Immediately exercisable; expires November 21, 2033
Options and exercise price
333,830 shares; $0.63 per share
Option position reported October 28, 2026
Initial RSU vesting
25%
On the first anniversary of the June 12, 2026 grant date
Remaining RSU vesting installments
36 equal monthly installments
After the initial vesting installment, subject to continuous service
Key Terms
restricted stock units, exercise price, Series A Preferred Stock, beneficial ownership and other limits
4 terms
restricted stock units financial
"represents an award of restricted stock units"
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.
exercise price financial
"The correct amount is $2.98"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Series A Preferred Stock financial
"each share of Series A Preferred Stock is convertible"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
beneficial ownership and other limits regulatory
"contains certain beneficial ownership and other limits"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Which ADIL options held by Matt Davidson are immediately exercisable?
286,044 options with a $0.54 exercise price and 31,914 options with a $1.57 exercise price are immediately exercisable. They expire June 1, 2031, and November 21, 2033, respectively.
AI-generated analysis. How Rhea-AI works. Not financial advice.
