Davidson Matt 4

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.