Davidson Matt 4
4 · ADIAL PHARMACEUTICALS, INC. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
ADIAL (ADIL) CDO Matt Davidson Receives Shares and RSU Awards
What Happened
- Matt Davidson, Chief Development Officer and a director of ADIAL Pharmaceuticals (ADIL), acquired multiple equity interests on June 11–12, 2026 in connection with the closing of ADIAL’s merger with Azora Therapeutics and related award grants. The Form 4 reports acquisitions totaling approximately 531,831 shares (a mix of common shares, restricted stock units (RSUs), and a derivative award/option). Several grants were reported at $0.00 (awards/derivative instruments), not open-market purchases.
Key Details
- Transaction dates: June 11, 2026 and June 12, 2026. Filing date: June 16, 2026 (appears to be filed several days after the transactions).
- Reported acquisitions (aggregate from filing): ~531,831 shares acquired across multiple line items (61,647; 3,427; 232,417; 1,822.13; 101.298; plus a 232,417 derivative entry).
- Price/consideration: many awards reported at $0.00 (awards/derivative grants); other shares were received in exchange for Azora holdings per the merger.
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Notable footnotes from the filing:
- F1–F3: Many shares were received in exchange for Azora securities as part of the Merger Agreement that closed on June 11, 2026 (the filing references conversion of Azora common and preferred shares into ADIL common stock and Series A Non-Voting Convertible Preferred Stock).
- F4: One line represents RSU awards; each RSU equals one share and the RSUs vest in substantially equal monthly increments over 36 months beginning July 12, 2026.
- F5: Reported Series A Preferred Stock is convertible into 1,000 ADIL common shares automatically upon stockholder approval and satisfaction of certain Nasdaq listing standards (subject to limits).
- F7: A stock option award will vest in substantially equal monthly increments over 36 months beginning July 12, 2026.
- F6: Davidson is co‑trustee of the Matt and Alli Davidson Trust (reported beneficial ownership context).
- Timeliness: The Form 4 was filed on June 16 for June 11–12 transactions; Form 4 filings are generally due within two business days, so this filing appears to be late.
Context
- These were merger-related share conversions and company awards (RSUs and a vesting option), not open-market buys or sales. Awards/RSUs/options typically vest over time (here, 36 months), so they do not reflect immediate sales.
- Series A Preferred shares described are convertible into large numbers of common shares upon future approvals and listing conditions; that conversion could substantially increase common share counts for holders once triggered.
- Such merger-based equity issuances and compensation awards are routine corporate events and do not by themselves indicate the insider’s short-term view of the stock.
Insider Transaction Report
Form 4
Davidson Matt
DirectorChief Development Officer
Transactions
- Award
Common Stock
[F1][F2]2026-06-11+61,647→ 61,647 total - Award
Common Stock
[F2][F3][F6]2026-06-11+3,427→ 3,427 total(indirect: By Trust) - Award
Common Stock
[F4]2026-06-12+232,417→ 297,491 total - Award
Series A Preferred Stock
[F1][F2][F5]2026-06-11+1,822.13→ 1,822.13 total - Award
Series A Preferred Stock
[F2][F3][F5][F6]2026-06-11+101.298→ 1,923.428 total(indirect: By Trust) - Award
Stock Option (Right to Buy)
[F7]2026-06-12+232,417→ 232,417 totalExercise: $2.89Exp: 2036-06-12→ Common Stock (232,417 underlying)
Footnotes (7)
- [F1]Received in exchange for 5,902,500 shares of common stock of Azora Therapeutics, Inc. ("Azora"), 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 ("First Merger Sub"), Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Azora.
- [F2]Under the terms of the Merger Agreement, on June 11, 2026, First Merger Sub merged with and into Azora, with Azora surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Azora merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, shares of outstanding common stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock of Azora were converted into the right to receive shares of the Issuer's common stock and Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") in accordance with the Merger Agreement.
- [F3]Received in exchange for 200,000 shares of Series A-1 Preferred Stock and 128,138 of Series A-2 Preferred Stock of Azora, pursuant to the terms of the Merger Agreement.
- [F4]Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest in substantially equal consecutive monthly increments over a 36-month period beginning on July 12, 2026.
- [F5]Each share of Series A Preferred Stock is convertible into 1,000 shares of the Issuer's common stock automatically following stockholder approval and satisfaction of certain Nasdaq listing standards, subject to certain beneficial ownership and other limitations, as set forth in the Certificate of Designation of the Series A Preferred Stock.
- [F6]The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.
- [F7]The stock option will vest in substantially equal consecutive monthly increments over a 36-month period beginning on July 12, 2026.
Signature
/s/ Matthew Gene Davidson|2026-06-16