Adial Pharmaceuticals (ADIL) Proxy filing summary

Executive summary

• Completed acquisition of Azora Therapeutics, shifting focus to immune-mediated and inflammatory diseases, especially ulcerative colitis, with AT177 as the lead program.

• Concurrent $26.8M PIPE financing and note exchange, with potential for up to $64.8M in additional milestone-based funding.

• Post-merger, legacy shareholders expected to own 7.7%, former Azora holders 51.0%, and PIPE/note investors 41.3% of fully diluted shares.

• Board recommends approval of 12 proposals, including equity issuances, plan amendments, and share authorization increases.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms.

• Ratification of CBIZ CPAs P.C. as independent auditor for 2026.

• Approval of issuances related to Series A Preferred Stock conversion, assumed Azora options, PIPE and milestone warrants, and Series F warrants.

• Amendments to increase authorized common shares to 500M and expand equity incentive and ESPP plans.

• Adjournment proposal to allow further solicitation if necessary.

Board of directors and corporate governance

• Board currently consists of six members, with anticipated reconstitution post-approval of transaction matters.

• Committees include Audit, Compensation, and Nominating/Governance, all with independent directors.

• Board leadership structure includes a non-executive chairman and lead independent director.

• Code of conduct, insider trading, and related party transaction policies in place.