Matt Davidson, President and CEO of Adial Pharmaceuticals, Inc., filed a Statement of Changes in Beneficial Ownership on October 30, 2026, reporting multiple acquisitions of common stock, Series A Preferred Stock, stock options, and restricted stock units tied to stockholder approval of the Preferred Stock Conversion Proposal on October 28, 2026.

Key Highlights

  • Reporting person and role: Matt Davidson, Director and President and CEO of Adial Pharmaceuticals, Inc. (NASDAQ:ADIL)
  • RSU grant activated: 232,417 restricted stock units acquired at $0 price on October 28, 2026, contingent on stockholder approval received that same date
  • Direct common stock ownership following transactions: 294,064 shares held directly; 3,427 shares held indirectly by the Matt and Alli Davidson Trust
  • Series A Preferred Stock acquired directly: 1,822.13 shares, convertible into 1,000 shares of common stock each, received in connection with the June 11, 2026 merger with Old Azora
  • Four stock options reported: exercise prices of $2.98, $0.54, $1.57, and $0.63, covering 232,417, 286,044, 31,914, and 333,830 shares of common stock, respectively
  • Scrivener's error corrected: The $2.98 exercise price on one option corrects an earlier filing that inadvertently stated $2.89
  • Merger background: On June 11, 2026, Adial Pharmaceuticals completed its acquisition of the private Delaware corporation then known as Azora Therapeutics, Inc. under a two-step merger structure

Davidson's Ownership Changes Following Stockholder Approval of the Preferred Stock Conversion Proposal

According to the filing, Adial Pharmaceuticals completed the acquisition of Azora Therapeutics, Inc. ("Old Azora") on June 11, 2026, through a two-step merger. Under that structure, a wholly owned subsidiary first merged with Old Azora, and immediately thereafter Old Azora merged into a second subsidiary. Outstanding shares of Old Azora common stock and preferred stock were converted into the right to receive Adial common stock and Series A Non-Voting Convertible Preferred Stock in accordance with the merger agreement. Adial Pharmaceuticals is a NASDAQ-listed pharmaceutical company trading under the symbol ADIL.

Several of the equity awards reported in this filing were contingent on stockholder approval of a proposal to permit conversion of the Series A Preferred Stock into common stock. The filing states that stockholders approved the Preferred Stock Conversion Proposal on October 28, 2026. That approval activated the 232,417-share RSU grant originally approved by the board on June 11, 2026, and issued on June 12, 2026. The RSU vesting terms were also amended on October 28, 2026, to provide that 25% of shares vest on the first anniversary of the June 12, 2026 grant date, with the remainder vesting in 36 equal monthly installments thereafter, subject to Davidson's continuous service.

Three of the four stock options reported were received in exchange for Old Azora options held before the merger and were likewise subject to the same stockholder approval condition. The filing notes that the option with a $0.54 exercise price covering 286,044 shares, and the option with a $1.57 exercise price covering 31,914 shares, are each immediately exercisable. The option with a $0.63 exercise price covering 333,830 shares vests 25% on the first anniversary of April 20, 2026, with the remainder vesting over 36 monthly installments. Davidson also holds 101.298 shares of Series A Preferred Stock indirectly through the Matt and Alli Davidson Trust, representing an underlying interest in 101,298 shares of common stock.

What Was Disclosed

The filing reports acquisitions by Matt Davidson, President, CEO, and Director of Adial Pharmaceuticals (NASDAQ:ADIL), of restricted stock units, Series A Preferred Stock, and four stock options following stockholder approval of the Preferred Stock Conversion Proposal on October 28, 2026, all connected to the June 11, 2026 merger with Old Azora.