Adial Pharmaceuticals CEO converts into 524,954 shares

The preferred stock converted automatically within three days after approval of a common-stock issuance proposal, subject to beneficial-ownership and other limits.

Available on EDGAR 11/04/2026 - 04:55 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:54 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Adial Pharmaceuticals, Inc. reported that Matt Davidson, its President and CEO, converted Series A Preferred Stock into 524,954 common shares held directly on November 2, 2026; his direct common-stock holdings afterward were 819,018 shares. The Matt and Alli Davidson Trust, for which Davidson is co-trustee, received 101,298 common shares in the conversion and held 104,725 shares afterward. Each preferred share converts into 1,000 common shares, subject to beneficial-ownership and other limits; the conversion occurred automatically within three days of stockholders approving the related common-stock issuance proposal.

Insider Trade Summary

626.252 shares exercised/converted

Exercise 4 txns

Insider Davidson Matt

Role President and CEO

Type	Security	Shares	Price	Value
Conversion	Series A Preferred Stock F1, F2	524.954	$0.00	$0.00
Conversion	Series A Preferred Stock F1, F2, F3	101.298	$0.00	$0.00
Conversion	Common Stock F1	524,954	--	--
Conversion	Common Stock F1, F3	101,298	--	--

Holdings After Transaction: Series A Preferred Stock — 1,297.176 contracts (Direct); Series A Preferred Stock — 0 contracts (Indirect, By Matt and Alli Davidson Trust); Common Stock — 819,018 shares (Direct); Common Stock — 104,725 shares (Indirect, By Matt and Alli Davidson Trust)

Footnotes (3)

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.
3. F3. The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.

Key Figures

Common shares acquired directly: 524,954 shares Direct common shares after conversion: 819,018 shares Common shares acquired by trust: 101,298 shares +3 more

6 metrics

Common shares acquired directly 524,954 shares Matt Davidson's conversion on November 2, 2026

Direct common shares after conversion 819,018 shares Matt Davidson's reported holdings

Common shares acquired by trust 101,298 shares Matt and Alli Davidson Trust conversion on November 2, 2026

Trust common shares after conversion 104,725 shares Matt and Alli Davidson Trust's reported holdings

Conversion ratio 1,000 common shares per Series A Preferred Stock share Conversion term, subject to beneficial-ownership and other limits

Automatic conversion period Within three days After stockholders approved the common-stock issuance proposal

Key Terms

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

3 terms

beneficial ownership and other limits technical

"Subject to certain beneficial ownership and other limits"

Certificate of Designation technical

"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.

Agreement and Plan of Merger technical

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AZR common shares did Matt Davidson and the trust receive?

Matt Davidson received 524,954 common shares directly, and the Matt and Alli Davidson Trust received 101,298 common shares on November 2, 2026. After the conversion, Davidson held 819,018 common shares directly, and the trust held 104,725 shares.

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^*

Davidson Matt

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		524,954	A	(1)	819,018	D
Common Stock	11/02/2026		C		101,298	A	(1)	104,725	I	By Matt and Alli Davidson Trust(3)

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			524.954	(2)	(1)	Common Stock	524,954(1)	$0	1,297.176	D
Series A Preferred Stock	(1)	11/02/2026		C			101.298	(2)	(1)	Common Stock	101,298(1)	$0	0	I	By Matt and Alli Davidson Trust(3)

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.

3. The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.

	/s/ Matthew Gene Davidson	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)