Adial Pharmaceuticals: Saiki converts preferred stock

The conversion occurred automatically within three days of stockholder approval and was subject to beneficial-ownership and other limits.

Available on EDGAR 11/04/2026 - 04:54 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:53 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ADIAL PHARMACEUTICALS, INC. (AZR) Chief Strategy Officer Julie Saiki converted 626.252 Series A Preferred Stock shares into 626,252 common shares on November 2, 2026. Each preferred share converted into 1,000 common shares, subject to certain beneficial ownership and other limits; the conversion occurred automatically within three days of stockholder approval. Afterward, Saiki directly held 761,636 common shares and 1,225.977 Series A Preferred Stock shares.

Insider Trade Summary

626.252 shares exercised/converted

Exercise 2 txns

Insider Saiki Julie

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Conversion	Series A Preferred Stock F1, F2	626.252	$0.00	$0.00
Conversion	Common Stock F1	626,252	--	--

Holdings After Transaction: Series A Preferred Stock — 1,225.977 contracts (Direct); Common Stock — 761,636 shares (Direct)

Footnotes (2)

1. F1. Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.
2. F2. The Series A Preferred Stock converted automatically within three days of Issuer's stockholders approving a proposal for the issuance of Issuer common stock upon conversion of the Series A Preferred Stock 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, Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer, and a private Delaware corporation that was then known as Azora Therapeutics, Inc.

Key Figures

Series A Preferred Stock converted: 626.252 shares Common shares acquired: 626,252 shares Conversion ratio: 1,000 common shares per Series A Preferred Stock share +2 more

5 metrics

Series A Preferred Stock converted 626.252 shares November 2, 2026

Common shares acquired 626,252 shares November 2, 2026

Conversion ratio 1,000 common shares per Series A Preferred Stock share Conversion term

Common shares directly held after conversion 761,636 shares Following the November 2, 2026 conversion

Series A Preferred Stock shares directly held after conversion 1,225.977 shares Following the November 2, 2026 conversion

Key Terms

Certificate of Designation, Agreement and Plan of Merger, beneficial ownership

3 terms

Certificate of Designation technical

"limits set forth in the Certificate of Designation"

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.

Agreement and Plan of Merger regulatory

"pursuant to the terms of the Agreement and Plan of Merger"

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 regulatory

"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 limits applied to Julie Saiki's AZR preferred-stock conversion?

The conversion was subject to certain beneficial ownership and other limits in the Certificate of Designation of the Series A Preferred Stock. It occurred automatically within three days of stockholders approving the proposal for common-stock issuance upon conversion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Saiki Julie

(Last) (First) (Middle)

C/O AZORA THERAPEUTICS, INC.

16501 VENTURA BLVD., SUITE 400

(Street)

ENCINO CALIFORNIA 91436

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Azora Therapeutics, Inc. (DE) [ AZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/02/2026		C		626,252	A	(1)	761,636	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	11/02/2026		C			626.252	(2)	(1)	Common Stock	626,252(1)	$0	1,225.977	D

Explanation of Responses:

1. Subject to certain beneficial ownership and other limits set forth in the Certificate of Designation of the Series A Preferred Stock, each share of Series A Preferred Stock converted into 1,000 shares of the Issuer's common stock and has no expiration date.

2. The Series A Preferred Stock converted automatically within three days of Issuer's stockholders approving a proposal for the issuance of Issuer common stock upon conversion of the Series A Preferred Stock 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, Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer, and a private Delaware corporation that was then known as Azora Therapeutics, Inc.

	/s/ Matthew Davidson, Attorney-in-Fact	11/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)