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 investors 41.3% of common stock on a fully diluted basis.

• Board recommends approval of all proposals to enable full integration and capitalization of the combined entity.

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 conversion of Series A Preferred Stock into 12,930,617 common shares.

• Approval of issuance of up to 1,177,782 shares for assumed Azora options.

• Approval of up to 11,780,948 shares for PIPE and noteholder pre-funded warrants.

• Approval of up to 23,561,896 shares for milestone warrants.

• Amendment to increase authorized common shares from 100M to 500M.

• Approval of 552,940 shares for Series F warrant exercise.

• Amendments to 2017 Equity Incentive Plan and adoption of 2026 Equity Incentive Plan and ESPP.

• Adjournment proposal to allow further solicitation if necessary.

Board of directors and corporate governance

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

• Committees include Audit, Compensation, and Nominating & Corporate 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.